www.eXFILE.com 888-775-4789.     HARSCO CORPORATION -- EXHIBIT 10.1 TO FORM 8K


    EXHIBIT 10.1

     

     

     

    Execution Version

      
         

        
          

          

        

        
 

        THREE-YEAR
CREDIT AGREEMENT

        


        Dated as
of December 17, 2009

        


        Among

        


        HARSCO
CORPORATION,

        


        THE
LENDERS NAMED HEREIN

        


        and

        


        CITIBANK,
N.A.,

        as
Administrative Agent

        


        ____________________________

        


        CITIGROUP
GLOBAL MARKETS INC. and

        RBS
SECURITIES INC.,

        as Joint
Lead Arrangers and Joint Bookrunners

        


        


        


        


        


         

        
          

          

        

        
          
            
            

          

          
            
            

          

           

        

        
          TABLE
OF CONTENTS

           

           

           

          ARTICLE
I


          Definitions

           

          
            	 	Page
	
                    SECTION
      1.01.  Defined Terms

                  	
                    1

                  
	
                    SECTION
      1.02.  Terms Generally

                  	
                    25

                  
	
                    SECTION
      1.03.  Redenomination of Certain Alternative
      Currencies

                  	
                    25

                  


             

            
               

              ARTICLE
II

            

             

            
              The
Credits

            

             

            	
                    SECTION
      2.01.  Commitments

                  	
                    26

                  
	
                    SECTION
      2.02.  Loans

                  	
                    26

                  
	
                    SECTION
      2.03.  Competitive Bid Procedure

                  	
                    28

                  
	
                    SECTION
      2.04.  Standby Borrowing Procedure

                  	
                    31

                  
	
                    SECTION
      2.05.  Interest Elections

                  	
                    32

                  
	
                    SECTION
      2.06.  Fees

                  	
                    33

                  
	
                    SECTION
      2.07.  Repayment of Loans

                  	
                    34

                  
	
                    SECTION
      2.08.  Interest on Loans

                  	
                    34

                  
	
                    SECTION
      2.09.  Default Interest

                  	
                    35

                  
	
                    SECTION
      2.10.  Alternate Rate of Interest

                  	
                    36

                  
	
                    SECTION
      2.11.  Termination and Reduction of Commitments

                  	
                    37

                  
	
                    SECTION
      2.12.  Prepayment

                  	
                    38

                  
	
                    SECTION
      2.13.  Reserve Requirements: Change in
    Circumstances

                  	
                    39

                  
	
                    SECTION
      2.14.  Change in Legality

                  	
                    41

                  
	
                    SECTION
      2.15.  Indemnity

                  	
                    42

                  
	
                    SECTION
      2.16.  Pro Rata Treatment

                  	
                    43

                  
	
                    SECTION
      2.17.  Sharing of Setoffs

                  	
                    43

                  
	
                    SECTION
      2.18.  Payments

                  	
                    44

                  
	
                    SECTION
      2.19.  Taxes

                  	
                    45

                  
	
                    SECTION
      2.20.  Assignment of Commitments Under Certain
      Circumstances

                  	
                    49

                  
	
                    SECTION
      2.21.  Borrowings by Approved Borrowers

                  	
                    49

                  
	
                    SECTION
      2.22.  Additional Costs

                  	
                    50

                  
	
                    SECTION
      2.23.  Increase in the Aggregate Commitments

                  	
                    51

                  
	
                    SECTION
      2.24.  Revolving Notes

                  	
                    53

                  


            
               

               

              
                
                  
                  

                

                
                  i

                  
                    

                  

                

                
                  
                  

                

              

              ARTICLE
III

            

             

            
              Representations
and Warranties

            

             

            	
                    SECTION
      3.01.  Corporate Existence

                  	
                    53

                  
	
                    SECTION
      3.02.  Financial Condition

                  	
                    53

                  
	
                    SECTION
      3.03.  Litigation

                  	
                    54

                  
	
                    SECTION
      3.04.  No Breach

                  	
                    54

                  
	
                    SECTION
      3.05.  Action

                  	
                    54

                  
	
                    SECTION
      3.06.  Approvals

                  	
                    55

                  
	
                    SECTION
      3.07.  Use of Credit

                  	
                    55

                  
	
                    SECTION
      3.08.  ERISA

                  	
                    55

                  
	
                    SECTION
      3.09.  Taxes

                  	
                    55

                  
	
                    SECTION
      3.10.  Investment Company Act

                  	
                    56

                  
	
                    SECTION
      3.11.  Material Agreements and Liens

                  	
                    56

                  
	
                    SECTION
      3.12.  Environmental Matters

                  	
                    56

                  
	
                    SECTION
      3.13.  Subsidiaries, etc

                  	
                    57

                  
	
                    SECTION
      3.14.  True and Complete Disclosure

                  	
                    57

                  
	
                    SECTION
      3.15.  Corporate Existence of Approved Borrower

                  	
                    57

                  
	
                    SECTION
      3.16.  No Breach

                  	
                    58

                  
	
                    SECTION
      3.17.  Action

                  	
                    58

                  
	
                    SECTION
      3.18.  Approvals

                  	
                    58

                  
	
                    SECTION
      3.19.  Taxes on Payments of Approved Borrowers

                  	
                    58

                  


            
               

               

              ARTICLE
IV

               

              
                Conditions
of Effectiveness and Lending

                 

              

            

            	
                    SECTION
      4.01.  Effective Date

                  	
                    59

                  
	
                    SECTION
      4.02.  First Borrowing by Each Approved Borrower

                  	
                    60

                  
	
                    SECTION
      4.03.  All Borrowings

                  	
                    62

                  


             

            
               

              ARTICLE
V

               

              
                Affirmative
Covenants

              

            

             

            	
                    SECTION
      5.01.  Existence; Businesses and Properties

                  	
                    63

                  
	
                    SECTION
      5.02.  Insurance

                  	
                    63

                  
	
                    SECTION
      5.03.  Obligations and Taxes

                  	
                    64

                  
	
                    SECTION
      5.04.  Financial Statements, Reports, etc

                  	
                    64

                  
	
                    SECTION
      5.05.  Litigation and Other Notices

                  	
                    65

                  
	
                    SECTION
      5.06.  ERISA

                  	
                    66

                  
	
                    SECTION
      5.07.  Maintaining Records

                  	
                    66

                  
	
                    SECTION
      5.08.  Use of Proceeds

                  	
                    66

                  
	
                    SECTION
      5.09.  Subsidiary Guarantors

                  	
                    66

                  


            
               

               

              
                
                  
                  

                

                
                  ii

                  
                    

                  

                

                
                  
                  

                

              

              ARTICLE
VI

            

             

            
              Negative
Covenants

            

             

            	
                    SECTION
      6.01.  Liens

                  	
                    67

                  
	
                    SECTION
      6.02.  Sale and Lease-Back Transactions

                  	
                    68

                  
	
                    SECTION
      6.03.  Mergers, Sales of Assets, etc

                  	
                    69

                  
	
                    SECTION
      6.04.  Lines of Business; Fiscal Year

                  	
                    71

                  
	
                    SECTION
      6.05.  Transactions with Affiliates

                  	
                    71

                  
	
                    SECTION
      6.06.  Total Debt to Total Capital Ratio

                  	
                    71

                  
	
                    SECTION
      6.07.  Subsidiary Debt

                  	
                    71

                  


             

             

            
              ARTICLE
VII

               

              
                Events of
Default

              

               

            

             

             

            
              ARTICLE
VIII

               

              
                The
Administrative Agent

                 

              

            

            	
                    SECTION
      8.01.  Appointment and Authority

                  	
                    75

                  
	
                    SECTION
      8.02.  Administrative Agent Individually

                  	
                    75

                  
	
                    SECTION
      8.03.  Duties of Administrative Agent; Exculpatory
      Provisions

                  	
                    76

                  
	
                    SECTION
      8.04.  Reliance by Administrative Agent

                  	
                    77

                  
	
                    SECTION
      8.05.  Delegation of Duties

                  	
                    78

                  
	
                    SECTION
      8.06.  Resignation of Administrative Agent

                  	
                    78

                  
	
                    SECTION
      8.07.  Non-Reliance on Administrative Agent and Other
      Lenders

                  	
                    79

                  
	
                    SECTION
      8.08.  Indemnification

                  	
                    80

                  
	
                    SECTION
      8.09.  No Other Duties, etc

                  	
                    81

                  


            
               

               

              ARTICLE
IX

              
                 

                Guarantee

                 

              

            

            	
                    SECTION
      9.01.  Guarantee

                  	
                    81

                  
	
                    SECTION
      9.02.  Obligations Unconditional

                  	
                    81

                  
	
                    SECTION
      9.03.  Reinstatement

                  	
                    82

                  
	
                    SECTION
      9.04.  Subrogation

                  	
                    82

                  
	
                    SECTION
      9.05.  Remedies

                  	
                    83

                  
	
                    SECTION
      9.06.  Continuing Guarantee

                  	
                    83

                  


            
               

               

              
                
                  
                  

                

                
                  iii

                  
                    

                  

                

                
                  
                  

                

              

              ARTICLE
X

               

              
                Miscellaneous

                 

              

            

            	
                    SECTION
      10.01.  Notices

                  	
                    83

                  
	
                    SECTION
      10.02.  Survival of Agreement

                  	
                    86

                  
	
                    SECTION
      10.03.  Binding Effect

                  	
                    86

                  
	
                    SECTION
      10.04.  Successors and Assigns

                  	
                    86

                  
	
                    SECTION
      10.05.  Expenses; Indemnity

                  	
                    90

                  
	
                    SECTION
      10.06.  Right of Setoff

                  	
                    91

                  
	
                    SECTION
      10.07.  Applicable Law

                  	
                    92

                  
	
                    SECTION
      10.08.  Waivers: Amendment

                  	
                    92

                  
	
                    SECTION
      10.09.  Interest Rate Limitation

                  	
                    93

                  
	
                    SECTION
      10.10.  Entire Agreement

                  	
                    93

                  
	
                    SECTION
      10.11.  Waiver of Jury Trial

                  	
                    93

                  
	
                    SECTION
      10.12.  Severability

                  	
                    94

                  
	
                    SECTION
      10.13.  Judgment Currency

                  	
                    94

                  
	
                    SECTION
      10.14.  Counterparts

                  	
                    95

                  
	
                    SECTION
      10.15.  Headings

                  	
                    95

                  
	
                    SECTION
      10.16.  Jurisdiction: Consent to Service of
    Process

                  	
                    95

                  
	
                    SECTION
      10.17.  USA Patriot Act

                  	
                    96

                  
	
                    SECTION
      10.18.  No Fiduciary Relationship

                  	
                    96

                  
	
                    SECTION
      10.19.  Confidentiality

                  	
                    96

                  
	
                    SECTION
      10.20.  Cure of Defaulting Lender Status

                  	
                    97

                  


          

           

           

          Schedules
and Exhibits

           

          
            
              	
                      Schedule
      1.01

                    	
                      Administrative
      Agent’s Office

                    
	
                      Schedule 2.01

                    	
                      Lenders;
      Commitments

                    
	
                      Schedule 2.21

                    	
                      Approved
      Borrowers

                    
	
                      Schedule 3.11(a)

                    	
                      Material
      Agreements

                    
	
                      Schedule 3.11(b)                       
      

                    	
                      Liens

                    
	
                      Schedule 3.13

                    	
                      Subsidiaries

                    
	
                      Schedule
      10.21

                    	
                      Permitted
      Reorganization

                    
	
                      Exhibit A-1

                    	
                      Form
      of Competitive Bid Request

                    
	
                      Exhibit A-2

                    	
                      Form
      of Notice of Competitive Bid Request

                    
	
                      Exhibit A-3

                    	
                      Form
      of Competitive Bid

                    
	
                      Exhibit A-4

                    	
                      Form
      of Competitive Bid/Accept Reject Letter

                    
	
                      Exhibit A-5

                    	
                      Form
      of Standby Borrowing Request

                    
	
                      Exhibit A-6

                    	
                      Form
      of Interest Election Request

                    
	
                      Exhibit B

                    	
                      Form
      of Administrative Questionnaire

                    
	
                      Exhibit C

                    	
                      Form
      of Assignment and Acceptance

                    
	
                      Exhibit D

                    	
                      Mandatory
      Costs Rate

                    
	
                      Exhibit E-1

                    	
                      Form
      of Opinion of General Counsel

                    
	
                      Exhibit E-2

                    	
                      Form
      of Opinion of Jones, Day, Reavis & Pogue, counsel for the
      Company

                    
	
                      Exhibit F-1

                    	
                      Form
      of Designation Letter

                    
	
                      Exhibit F-2

                    	
                      Form
      of Termination Letter

                    
	
                      Exhibit G

                    	
                      Form
      of Lender Joinder Agreement

                    
	
                      Exhibit H

                    	
                      Form
      of Subsidiary Guaranty

                    
	
                      Exhibit
      I

                    	
                      Form
      of Revolving Note

                    
	
                      Exhibit
      J

                    	
                      Form
      of New Parent Assignment and Assumption
  Agreement

                    


            

          

           

        

      

      
        
          
          

        

        
          iv

          
            

          

        

        
          
          

        

      

      THREE-YEAR
CREDIT AGREEMENT dated as of December 17, 2009 (as amended, restated,
supplemented, extended, replaced or otherwise modified from time to time, this
“Agreement”)
among HARSCO CORPORATION, a Delaware corporation (the “Company”), the
lenders listed in Schedule 2.01
hereto (the “Lenders”), and
CITIBANK, N.A., as administrative agent for the Lenders (in such capacity,
together with any successor Administrative Agent appointed pursuant to Section
8.06, the “Administrative
Agent”).

       

      The
Company has requested that the Lenders extend credit to the Company in order to
enable it to borrow Standby Loans (such term and all other capitalized terms not
otherwise defined have the meanings assigned to them in Article I hereof)
on a standby revolving credit basis from time to time during the Availability
Period in an aggregate principal amount at any time outstanding of up to
$570,000,000, which amount may be increased up to $700,000,000 pursuant to
Section 2.23 (less the aggregate principal amount of all outstanding Competitive
Loans at such time).  The Company has also requested the Lenders to
provide a procedure pursuant to which the Company may invite the Lenders to bid
on an uncommitted basis on short-term borrowings by the Company.  The
proceeds of all such borrowings are to be used for general corporate purposes,
including commercial paper backstop and/or repayment of the Indebtedness
evidenced by the Existing Credit Agreement.  The Lenders are willing
to extend such credit to the Company on the terms and subject to the conditions
herein set forth.

       

      Accordingly,
the Company, the Lenders and the Administrative Agent agree as
follows:

       

       

      ARTICLE
I

       

      Definitions

       

      SECTION
1.01. Defined
Terms.  As used in this Agreement, the following terms shall
have the meanings specified below:

       

      “ABR Borrowing” shall
mean a Borrowing comprised of ABR Loans.

       

      “ABR Loan” shall mean
any Standby Loan bearing interest at a rate determined by reference to the
Alternate Base Rate in accordance with the provisions of
Article II.

       

      “Activities” shall
have the meaning assigned to such term in Section 8.02(b).

       

      “Adjusted EURIBO Rate”
shall mean, with respect to any Eurocurrency Borrowing in Euros, for any
Interest Period, an interest rate per annum (rounded upwards, if necessary, to
the next 1/16 of 1%) equal to (a) the EURIBO Rate for such
Interest Period multiplied by (b) the Statutory Reserve Rate.

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      “Adjusted LIBO Rate”
shall mean, with respect to any Eurocurrency Borrowing in Dollars or any
Alternative Currency (other than Euros), for any Interest Period, an interest
rate per annum (rounded upwards, if necessary, to the next 1/16 of 1%)
equal to (a) the LIBO Rate for such Interest Period multiplied by
(b) the Statutory Reserve Rate; provided that, with
respect to any Eurocurrency Borrowing denominated in an Alternative Currency
(other than Euros) for any Interest Period, Adjusted LIBO Rate shall mean an
interest rate per annum (rounded upwards, if necessary, to the next 1/16 of 1%)
equal to the LIBO Rate for such Interest Period.

       

      “Administrative Agent”
shall have the meaning assigned to such term in the preamble to this
Agreement.

       

      “Administrative Agent’s
Office” shall mean the office address, facsimile number, electronic mail
address, telephone number and account information set forth on Schedule 1.01 hereto
with respect to the Administrative Agent or such other address, facsimile
number, electronic mail address, telephone number or account information as
shall be designated by the Administrative Agent in a notice to the Company and
the Lenders.

       

      “Administrative Fees”
shall have the meaning assigned to such term in
Section 2.06(b).

       

      “Administrative
Questionnaire” shall mean an Administrative Questionnaire in the form of
Exhibit B
hereto.

       

      “Affiliate” shall
mean, when used with respect to a specified person, another person that
directly, or indirectly through one or more intermediaries, Controls or is
Controlled by or is under common Control with the person specified.

       

      “Agent’s Group” shall
have the meaning assigned to such term in Section 8.02(b).

       

      “Agreement” shall have
the meaning assigned to such term in the preamble to this
Agreement.

       

      “Alternate Base Rate”
shall mean, for any day, a rate per annum (rounded upwards, if necessary, to the
next 1/16 of 1%) equal to the greater of (a) the Prime Rate in effect on
such day, (b) the Federal Funds Effective Rate in effect on such day plus
1/2 of 1% and (c) the Adjusted LIBO Rate for a one month Interest Period on such
day (or if such day is not a 

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

      Business
Day, the immediately preceding Business Day) plus 1%, provided that, for the
avoidance of doubt, the Adjusted LIBO Rate for any day shall be based on the
rate appearing on Reuters Screen LIBOR01 Page (or any successor page) at
approximately 11:00 a.m. London time on such day.  Any change in the
Alternate Base Rate due to a change in the Prime Rate, the Federal Funds
Effective Rate or the Adjusted LIBO Rate shall be effective from and including
the effective date of such change in the Prime Rate, the Federal Funds Effective
Rate or the Adjusted LIBO Rate, respectively.  For purposes
hereof,  “Prime Rate” shall
mean the rate of interest per annum publicly announced from time to time by the
Administrative Agent as its prime rate in effect at its principal office in New
York City; each change in the Prime Rate shall be effective on the date such
change is publicly announced as effective.  “Federal Funds Effective Rate” shall
mean, for any day, the weighted average of the rates on overnight Federal funds
transactions with members of the Federal Reserve System arranged by Federal
funds brokers, as published on the next succeeding Business Day by the Federal
Reserve Bank of New York, or, if such rate is not so published for any day which
is a Business Day, the average of the quotations for the day of such
transactions received by the Administrative Agent from three Federal funds
brokers of recognized standing selected by it.  If for any reason the
Administrative Agent shall have determined (which determination shall be
conclusive absent manifest error) that it is unable to ascertain the Federal
Funds Effective Rate for any reason, including the inability of the
Administrative Agent to obtain sufficient quotations in accordance with the
terms thereof, the Alternate Base Rate shall be determined without regard to
clause (b) of the first sentence of this definition until the circumstances
giving rise to such inability no longer exist.

       

      “Alternative Currency”
shall mean Euros and Sterling.

       

      “Alternative Currency
Borrowing” shall mean a Borrowing comprised of Alternative Currency
Loans.  All Alternative Currency Borrowings shall be Eurocurrency
Borrowings.

       

      “Alternative Currency
Equivalent” shall mean, with respect to any amount of Dollars on any date
in relation to any specified Alternative Currency, the amount of such specified
Alternative Currency that may be purchased with such amount of Dollars at the
Spot Exchange Rate with respect to Dollars on such date.  The term
“Alternative Currency Equivalent” may be preceded by a reference to an
Alternative Currency (e.g., “EUR Alternative Currency Equivalent”), in which
case the Alternative Currency so referenced shall be the “specified” Alternative
Currency.

       

      “Alternative Currency
Loan” shall mean any Loan denominated in an Alternative
Currency.

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

      “Applicable Margin”
shall mean on any date, (A) with respect to ABR Loans, the greater of (i)
zero and (ii) the difference between (x) the amount of basis points per annum
calculated as set forth in the table below under the heading “Applicable
Margin”, based upon the ratings applicable on such date to the Company’s Index
Debt, and (y) 100 basis points per annum and (B) with respect to
Eurocurrency Loans the greater of (i) the amount of basis points per annum as
set forth in the table below under the heading “Applicable Margin Floor”, and
(ii) the amount of basis points per annum calculated as set forth in the table
below under the heading “Applicable Margin”, in each case, based upon the
ratings applicable on such date to the Company’s Index Debt:

       

      
        	 
      	
                Applicable
      Margin

                (basis
      points

                per
      annum)

              	
                Applicable
      Margin

                Floor

                (basis
      points

                per
      annum)

              
	
                Category 1

                A+
      or higher by S&P;

                Al
      or higher by Moody’s

              	
                75%
      of Markit Index

              	
                125.0

              
	
                Category 2

                A
      by S&P;

                A2
      by Moody’s

              	
                85%
      of Markit Index

              	
                125.0

              
	
                Category 3

                A-
      by S&P;

                A3
      by Moody’s

              	
                100%
      of Markit Index

              	
                150.0

              
	
                Category 4

                BBB+
      by S&P;

                Baal
      by Moody’s

              	
                125%
      of Markit Index

              	
                175.0

              
	
                Category 5

                BBB
      or lower by S&P;

                Baa2
      or lower by Moody’s

              	
                150%
      of Markit Index

              	
                200.0

              


      

      


       

      For
purposes of determining the Applicable Margin, (a) if either Moody’s or
S&P shall not have in effect a rating for Index Debt (other than because
such rating agency shall no longer be in the business of rating corporate
debt

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

      obligations),
then such rating agency will be deemed to have established a rating for Index
Debt in Category 5; (b) if the ratings established or deemed to have been
established by Moody’s and S&P shall fall within different Categories, the
Applicable Margin shall be determined by reference to the higher (or numerically
lower) Category unless one of the ratings is two or more Categories lower (or
numerically higher) than the other, in which case the Applicable Margin shall be
determined by reference to the Category next below that of the higher (or
numerically lower) of the two ratings; and (c) if any rating established or
deemed to have been established by Moody’s or S&P shall be changed (other
than as a result of a change in the rating system of either Moody’s or S&P),
such change shall be effective as of the date on which such change is first
announced by the rating agency making such change.  Each change in the
Applicable Margin shall apply to all Eurocurrency Loans and ABR Loans that are
outstanding at any time during the period commencing on the effective date of
such change and ending on the date immediately preceding the effective date of
the next such change.  If the rating system of either Moody’s or
S&P shall change, or if either such rating agency shall cease to be in the
business of rating corporate debt obligations, the Company and the Lenders shall
negotiate in good faith to amend the references to specific ratings in this
definition to reflect such changed rating system or the nonavailability of
ratings from such rating agency.

       

      “Applicable
Percentage” shall mean, with respect to any Lender at any time, the
percentage of the Total Commitment represented by such Lender’s Commitment at
such time.

       

      “Approved Borrower”
shall mean any wholly owned Subsidiary of the Company as to which a Designation
Letter shall have been delivered to the Administrative Agent in accordance with
Section 2.21 hereof and as to which a Termination Letter shall not have
been delivered to the Administrative Agent.

       

      “Assigned Dollar
Value” shall mean, in respect of any Borrowing denominated in an
Alternative Currency, the Dollar Equivalent thereof determined based upon the
applicable Spot Exchange Rate as of the Denomination Date for such
Borrowing.  In the event that any Borrowing denominated in an
Alternative Currency shall be prepaid in part, the Assigned Dollar Value of such
Borrowing shall be allocated ratably to the prepaid portion of such Borrowing
and the portion of such Borrowing remaining outstanding.

       

      “Assignment and
Acceptance” shall mean an assignment and acceptance entered into by a
Lender and an assignee, and accepted by the Administrative Agent, in the form of
Exhibit C
hereto, or such other form as shall be approved by the Administrative
Agent.

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

      “Availability Period”
shall mean the period from and including the Effective Date to but excluding the
earlier of the Termination Date and the date of termination of the
Commitments.

       

      “Board” shall mean the
Board of Governors of the Federal Reserve System of the United
States.

       

      “Borrowers” shall mean
the Company and each Approved Borrower.

       

      “Borrowing” shall mean
a group of Loans of a single Type made by the Lenders (or, in the case of a
Competitive Borrowing, by the Lender or Lenders whose Competitive Bids have been
accepted pursuant to Section 2.03).

       

      “Borrowing Minimum”
shall mean (a) in the case of a Borrowing denominated in Dollars,
$5,000,000 and (b) in the case of a Borrowing denominated in any
Alternative Currency, 5,000,000 units (or, in the case of Sterling, 2,500,000
units) of such currency.

       

      “Borrowing Multiple”
shall mean (a) in the case of a Borrowing denominated in Dollars,
$1,000,000 and (b) in the case of a Borrowing denominated in any
Alternative Currency, 1,000,000 units (or, in the case of Sterling, 500,000
units) of such currency.

       

      “Borrowing Request”
shall mean a Standby Borrowing Request or a Competitive Bid
Request.

       

      “Business Day” shall
mean any day (other than a day which is a Saturday, Sunday or legal holiday in
the State of New York) on which banks are open for business in New York City;
provided, however, that
(a) when used in connection with a Eurocurrency Loan, the term “Business Day” shall
also exclude any day on which banks are not open for dealings in deposits in the
applicable currency in the London interbank market, and (b) when used in
connection with a Loan denominated in Euro, the term “Business Day” shall
also exclude any day on which the TARGET payment system is not open for the
settlement of payments in Euro.

       

      “Capital Lease
Obligations” of any person shall mean the obligations of such person to
pay rent or other amounts under any lease of (or other arrangement conveying the
right to use) real or personal property, or a combination thereof, which
obligations are required to be classified and accounted for as capital leases on
a balance sheet of such person under GAAP

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

      and, for
the purposes of this Agreement, the amount of such obligations at any time shall
be the capitalized amount thereof at such time determined in accordance with
GAAP.

       

      A “Change in Control”
shall be deemed to have occurred if (a) any person or group (within the
meaning of Rule 13d-5 of the Securities and Exchange Commission as in
effect on the date hereof) shall own directly or indirectly, beneficially or of
record, shares representing more than 20% of the aggregate ordinary voting power
represented by the issued and outstanding capital stock of the Company; or
(b) a majority of the seats (other than vacant seats) on the board of
directors of the Company shall at any time have been occupied by persons who
were neither (i) nominated by the board of directors of the Company, nor
(ii) appointed by directors so nominated; or (c) any person or group
shall otherwise directly or indirectly Control the Company; provided, however, that a
Permitted Reorganization shall not constitute a Change in Control.

       

      “Citigroup Parties”
shall have the meaning assigned to such term in
Section 10.01(h).

       

      “Code” shall mean the
Internal Revenue Code of 1986, as the same may be amended from time to
time.

       

      “Commitment” shall
mean, with respect to each Lender, the commitment of such Lender hereunder as
set forth in Schedule 2.01
hereto, as such Lender’s Commitment may be permanently terminated, reduced or
increased from time to time pursuant to Section 2.11, Section 2.23 or
Section 10.04.

       

      “Committed Credit
Exposure” shall mean, with respect to any Lender at any time, the sum of
(a) the aggregate principal amount at such time of all outstanding Standby
Loans of such Lender denominated in Dollars, plus (b) the Assigned Dollar
Value at such time of the aggregate principal amount at such time of all
outstanding Standby Loans of such Lender that are Alternative Currency
Loans.

       

      “Commitment Date”
shall have the meaning assigned to such term in Section 2.23(b).

       

      “Commitment Fee” shall
have the meaning assigned to such term in Section 2.06(a).

       

      “Commitment Fee
Percentage” shall mean on any date, the applicable percentage set forth
below based upon the ratings applicable on such date to the Company’s Index
Debt:

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

      
        	 
      	
                Commitment

                Fee

                Percentage

              
	
                Category 1

                A+
      or higher by S&P;

                A1
      or higher by Moody’s

              	
                0.150%

              
	
                Category 2

                A
      by S&P;

                A2
      by Moody’s

              	
                0.200%

              
	
                Category 3

                A-
      by S&P;

                A3
      by Moody’s

              	
                0.275%

              
	
                Category 4

                BBB+
      by S&P;

                Baal
      by Moody’s

              	
                0.375%

              
	
                Category 5

                BBB
      or lower by S&P;

                Baa2
      or lower by Moody’s

              	
                0.500%

              


      

      


       

      For
purposes of the foregoing, (a) if either Moody’s or S&P shall not have
in effect a rating for Index Debt (other than because such rating agency shall
no longer be in the business of rating corporate debt obligations), then such
rating agency will be deemed to have established a rating for Index Debt in
Category 5; (b) if the ratings established or deemed to have been
established by Moody’s and S&P shall fall within different Categories, the
Commitment Fee Percentage shall be determined by reference to the higher (or
numerically lower) Category unless one of the ratings is two or more categories
lower (or numerically higher) than the other, in which case the Commitment Fee
Percentage shall be determined by reference to the Category next below that of
the higher (or numerically lower) of the two ratings; and (c) if any rating
established or deemed to have been established by Moody’s or S&P shall be
changed (other than as a result of a change in the rating system of either
Moody’s or S&P), such change shall be effective as of the date on which such
change is first announced by the rating agency making such
change.  Each change in the Commitment Fee Percentage shall apply
during the period commencing on the effective date of such change and ending on
the date 

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

      immediately
preceding the effective date of the next such change.  If the rating
system of either Moody’s or S&P shall change, or if either such rating
agency shall cease to be in the business of rating corporate debt obligations,
the Company and the Lenders shall negotiate in good faith to amend the
references to specific ratings in this definition to reflect such changed rating
system or the non-availability of ratings from such rating agency.

       

      “Communications” shall
have the meaning assigned to such term in Section 10.01(c).

       

      “Company” shall have
the meaning assigned to such term in the preamble to this
Agreement.

       

      “Competitive Bid”
shall mean an offer by a Lender to make a Competitive Loan pursuant to
Section 2.03.

       

      “Competitive Bid
Accept/Reject Letter” shall mean a notification made by a Borrower
pursuant to Section 2.03(d) in the form of Exhibit A-4
hereto.

       

      “Competitive Bid Rate”
shall mean, as to any Competitive Bid made by a Lender pursuant to
Section 2.03(b), (i) in the case of a Eurocurrency Loan, the
Competitive Margin, and (ii) in the case of a Fixed Rate Loan, the fixed
rate of interest offered by the Lender making such Competitive Bid.

       

      “Competitive Bid
Request” shall mean a request made pursuant to Section 2.03 in the
form of Exhibit A-l
hereto.

       

      “Competitive
Borrowing” shall mean a borrowing consisting of a Competitive Loan or
concurrent Competitive Loans from the Lender or Lenders whose Competitive Bids
for such Borrowing have been accepted by a Borrower under the bidding procedure
described in Section 2.03.

       

      “Competitive Loan”
shall mean a loan from a Lender to a Borrower pursuant to the bidding procedure
described in Section 2.03.  Each Competitive Loan shall be a
Eurocurrency Competitive Loan or a Fixed Rate Loan.

       

      “Competitive Margin”
shall mean, as to any Eurocurrency Competitive Loan, the margin (expressed as a
percentage rate per annum in the form of a decimal to no more than four decimal
places) to be added to or subtracted from, in the case of Eurocurrency
Competitive Loans denominated in Dollars or any Alternative Currency (other than
Euros), the LIBO Rate and, in the case of Eurocurrency Competitive Loans
denominated in Euros, the

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

       EURIBO
Rate in order to determine the interest rate applicable to such Loan, as
specified in the Competitive Bid relating to such Loan.

       

      “Consolidated Tangible
Assets” shall mean Tangible Assets of the Company and its consolidated
subsidiaries determined on a consolidated basis in accordance with
GAAP.

       

      “Control” shall mean
the possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of a person, whether through the
ownership of voting securities, by contract or otherwise, and “Controlling” and
“Controlled”
shall have meanings correlative thereto.

       

      “Default” shall mean
any event or condition which upon notice, lapse of time or both would constitute
an Event of Default.

       

      “Defaulting Lender”
shall mean, at any time, a Lender (i) that has failed for three or more Business
Days to comply with its obligations under this Agreement to make a Standby Loan
(a “funding obligation”), (ii) that has notified the Administrative Agent,
or has stated publicly, that it will not comply with any such funding obligation
hereunder, (iii) that has, for five or more Business Days, failed to confirm in
writing to the Administrative Agent, in response to a written request of the
Administrative Agent, that it will comply with its funding obligations
hereunder; provided that a
Lender shall cease to be a Defaulting Lender under this clause (iii) upon
receipt of such confirmation by the Administrative Agent, or (iv) as to which a
Lender Insolvency Event has occurred and is continuing.

       

      “Denomination Date”
shall mean at anytime, in relation to any Alternative Currency Borrowing, the
date that is two Business Days before the later of (a) the date such
Borrowing is made and (b) the date of the most recent conversion or
continuation of such Borrowing pursuant to Section 2.05.

       

      “Designation Letter”
shall have the meaning assigned to such term in Section 2.21.

       

      “Dollar Equivalent”
shall mean, with respect to an amount of any Alternative Currency on any date,
the amount of Dollars that may be purchased with such amount of such Alternative
Currency at the Spot Exchange Rate with respect to such Alternative Currency on
such date.

       

      “Dollars” or “$” shall mean lawful
money of the United States of America.

       

      “Domestic
Subsidiaries” shall mean any Subsidiary organized or incorporated under
the laws of one of the States of the United States of America, the laws of the
District of Columbia or the Federal laws of the United States of
America.

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

      “Effective Date” shall
mean the date on which the conditions specified in Section 4.01 are
satisfied (or waived in accordance with Section 10.08).

       

      “EMU Legislation”
means the legislative measures of the European Union for the introduction of,
changeover to or operation of the Euro in one or more member
states.

       

      “Environmental Laws”
means all laws, rules, regulations, codes, ordinances, orders, decrees,
judgments, injunctions, notices or binding agreements issued, promulgated or
entered into by any Governmental Authority, relating in any way to the
environment, preservation or reclamation of natural resources, the presence,
management or release of Hazardous Materials or to health and safety
matters.

       

      “Environmental
Liability” means all liabilities, obligations, damages, losses, claims,
actions, suits, judgments, orders, fines, penalties, fees, expenses and costs
(including administrative oversight costs, natural resource damages and
remediation costs), whether contingent or otherwise, arising out of or relating
to: (a) compliance or non-compliance with any Environmental Law,
(b) the generation, use, handling, transportation, storage, treatment or
disposal of any Hazardous Materials, (c) exposure to any Hazardous
Materials, (d) the release of any Hazardous Materials or (e) any
contract, agreement or other consensual arrangement pursuant to which liability
is assumed or imposed with respect to any of the foregoing.

       

      “ERISA” shall mean the
Employee Retirement Income Security Act of 1974, as the same may be amended from
time to time.

       

      “ERISA Affiliate”
shall mean any trade or business (whether or not incorporated) that is a member
of a group of which the Company is a member and which is treated as a single
employer under Section 414 of the Code.

       

      “EURIBO Rate” shall
mean, with respect to any Eurocurrency Borrowing in Euros for any Interest
Period, (i) the interest rate per annum for deposits in Euros which appears on
Reuters Screen EURIBOR01 Page (or any successor page) as of 11:00 a.m., Brussels
time, on the Quotation Day for such Interest Period or, if such a rate does not
appear on such rate page, (ii) an interest rate per annum (rounded upwards, if
necessary, to the next 1/16 of 1%) equal to the rate at which deposits in Euros
approximately equal in principal amount to the Loan of the Administrative Agent,
in its capacity as a Lender (or, if the Administrative Agent is not a Lender in
respect of such

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

      Borrowing,
then the Loan of the Lender in respect of such Borrowing with the greatest Loan
amount), included in such Eurocurrency Borrowing and for a maturity comparable
to such Interest Period are offered to the principal London office of the
Administrative Agent in immediately available funds in the European interbank
market for Euros at approximately 11:00 a.m., Brussels time, on the Quotation
Day for such Interest Period.

       

      “Euro” means the
single currency of the European Union as constituted by the treaty on European
Union.

       

      “Eurocurrency
Borrowing” shall mean a Borrowing comprised of Eurocurrency
Loans.

       

      “Eurocurrency Competitive
Borrowing” shall mean a Competitive Borrowing comprised of Eurocurrency
Competitive Loans.

       

      “Eurocurrency Competitive
Loan” shall mean any Competitive Loan bearing interest at a rate
determined by reference to, in the case of  Eurocurrency Competitive
Loan denominated in Dollars or any Alternative Currency (other than Euros), the
LIBO Rate and, in the case of Eurocurrency Competitive Loans denominated in
Euros, the EURIBO Rate in accordance with the provisions of
Article II.

       

      “Eurocurrency Loan”
shall mean any Eurocurrency Competitive Loan or Eurocurrency Standby
Loan.

       

      “Eurocurrency Standby
Borrowing” shall mean a Standby Borrowing comprised of Eurocurrency
Standby Loans.

       

      “Eurocurrency Standby
Loan” shall mean any Standby Loan bearing interest at a rate determined
by reference to, in the case of  Eurocurrency Competitive Loans
denominated in Dollars or any Alternative Currency (other than Euros), the LIBO
Rate and, in the case of Eurocurrency Competitive Loans denominated in Euros,
the EURIBO Rate in accordance with the provisions of
Article II.

       

      “Event of Default”
shall have the meaning assigned to such term in Article VII.

       

      “Existing Credit
Agreement” means that certain Five-Year Credit Agreement dated as of
November 23, 2005 among the Company, the lenders named therein, and JP Morgan
Chase Bank, N.A., as administrative agent, as amended, supplemented or otherwise
modified.

       

      “Fees” shall mean the
Administrative Fees and the Commitment Fee.

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

      “Financial Officer” of
any corporation shall mean the Chief Financial Officer, principal accounting
officer, Treasurer or Controller of such corporation.

       

      “Fixed Rate” shall
mean, with respect to any Competitive Loan (other than a Eurocurrency
Competitive Loan), the fixed rate of interest per annum (expressed in the form
of a decimal to no more than four decimal places) specified by the Lender making
such Loan in its Competitive Bid.

       

      “Fixed Rate Borrowing”
shall mean a Borrowing comprised of Fixed Rate Loans.

       

      “Fixed Rate Loan”
shall mean any Competitive Loan bearing interest at a Fixed Rate.

       

      “GAAP” shall mean
United States generally accepted accounting principles, applied on a basis
consistent with the most recent financial statements referred to in
Section 3.02.

       

      “Governmental
Authority” shall mean any Federal, state, local or foreign court or
governmental agency, authority, instrumentality or regulatory body.

       

      “Guarantee” of or by
any person shall mean any obligation, contingent or otherwise, of such person
guaranteeing or having the economic effect of guaranteeing any Indebtedness of
any other person (the “primary obligor”) in
any manner, whether directly or indirectly, and including any obligation of such
person, direct or indirect, (a) to purchase or pay (or advance or supply
funds for the purchase or payment of) such Indebtedness or to purchase (or to
advance or supply funds for the purchase of) any security for the payment of
such Indebtedness, (b) to purchase property, securities or services for the
purpose of assuring the owner of such Indebtedness of the payment of such
Indebtedness or (c) to maintain working capital, equity capital or other
financial statement condition or liquidity of the primary obligor so as to
enable the primary obligor to pay such Indebtedness; provided, however, that the
term Guarantee shall not include endorsements for collection or deposit, in
either case in the ordinary course of business.

       

      “Guarantor” shall mean
the Company in its capacity as the guarantor under
Section 9.01.

       

      “Hazardous Materials”
shall mean (A) petroleum products and byproducts, asbestos, urea
formaldehyde foam insulation, polychlorinated biphenyls, radon gas,
chlorofluorocarbons and all other ozone-depleting substances; or (B) any
chemical, material, substance, waste, pollutant or contaminant that is
prohibited, limited or regulated by or pursuant to any Environmental
Law.

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

      “Increase Date” shall
have the meaning assigned to such term in Section 2.23(a).

       

      “Increasing Lender”
shall have the meaning assigned to such term in Section 2.23(b).

       

      “Indebtedness” of any
person shall mean, without duplication, (a) all obligations of such person
for borrowed money or with respect to deposits or advances of any kind,
(b) all obligations of such person evidenced by bonds, debentures, notes or
similar instruments, (c) all obligations of such person upon which interest
charges are customarily paid, (d) all obligations of such person under
conditional sale or other title retention agreements relating to property or
assets purchased by such person, (e) all obligations of such person issued
or assumed as the deferred purchase price of property or services, (f) all
Indebtedness of others secured by (or for which the holder of such Indebtedness
has an existing right, contingent or otherwise, to be secured by) any Lien on
property owned or acquired by such person, whether or not the obligations
secured thereby have been assumed, (g) all Guarantees by such person of
Indebtedness of others, (h) all Capital Lease Obligations of such person,
(i) all obligations of such person in respect of interest rate protection
agreements, foreign currency exchange agreements or other interest or exchange
rate hedging arrangements valued as determined in accordance with GAAP and
(j) all obligations of such person as an account party in respect of
letters of credit and bankers’ acceptances; provided, however, that
Indebtedness shall not include trade accounts payable in the ordinary course of
business.  The Indebtedness of any person shall include the
Indebtedness of any partnership in which such person is a general
partner.

       

      “Index Debt” shall
mean, for any Person, senior, unsecured, long-term indebtedness for borrowed
money of such Person that is not guaranteed by any other Person or subject to
any other credit enhancement.

       

      “Information” shall
have the meaning assigned to such term in Section 10.19.

       

      “Interest Election
Request” shall mean a request by a Borrower to convert or continue a
Standby Borrowing in accordance with Section 2.05.

       

      “Interest Payment
Date” shall mean, with respect to any Loan, the last day of each Interest
Period applicable thereto and, in the case of a Eurocurrency Loan with an
Interest Period of more than three months’ duration or a Fixed Rate Loan with an
Interest Period of more than 90 days’ duration, each day that would have
been an Interest Payment Date for such 

      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

      Loan had
successive Interest Periods of three months’ duration or 90 days duration,
as the case may be, been applicable to such Loan and, in addition, any date on
which such Loan shall be prepaid.

       

      “Interest Period”
shall mean (a) as to any Eurocurrency Borrowing, the period commencing on
the date of such Borrowing and ending on the numerically corresponding day (or,
if there is no numerically corresponding day, on the last day) in the calendar
month that is 1, 2, 3 or 6 months thereafter, as the applicable Borrower
may elect, (b) as to any ABR Borrowing, the period commencing on the date
of such Borrowing and ending on the earlier of (i) the next succeeding day
which shall be the last day of any March, June, September or December and
(ii) the Termination Date and (c) as to any Fixed Rate Borrowing, the
period commencing on the date of such Borrowing and ending on the date specified
in the Competitive Bids in which the offer to make the Fixed Rate Loans
comprising such Borrowing were extended, which shall not be earlier than seven
days after the date of such Borrowing or later than 360 days after the date
of such Borrowing; provided, however, that if any
Interest Period would end on a day other than a Business Day, such Interest
Period shall be extended to the next succeeding Business Day unless, in the case
of Eurocurrency Loans only, such next succeeding Business Day would fall in the
next calendar month, in which case such Interest Period shall end on the next
preceding Business Day.  Interest shall accrue from and including the
first day of an Interest Period to but excluding the last day of such Interest
Period.  For purposes hereof, the date of a Borrowing initially shall
be the date on which such Borrowing is made and, in the case of a Standby
Borrowing, thereafter shall be the effective date of the most recent conversion
or continuation of such Borrowing.

       

      “Lender Insolvency
Event” shall mean that (i) a Lender or its Parent Company has been
adjudicated as, or determined by any Governmental Authority having regulatory
authority over such person or its assets to be, insolvent, or is generally
unable to pay its debts as they become due, or admits in writing its inability
to pay its debts as they become due, or makes a general assignment for the
benefit of its creditors, or (ii) such Lender or its Parent Company is the
subject of a bankruptcy, insolvency, reorganization, liquidation or similar
proceeding, or a receiver, trustee, conservator, intervenor or sequestrator or
the like has been appointed for such Lender or its Parent Company, or such
Lender or its Parent Company has indicated its consent to or acquiescence in any
such proceeding or appointment; provided, that a
Lender Insolvency Event shall not have occurred with respect to a Lender solely
as the result of the acquisition or maintenance of an ownership interest in such
Lender or its Parent Company or the exercise of control over a Lender or its
Parent Company by a Governmental Authority or an instrumentality
thereof.

      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

      “Lenders” shall have
the meaning assigned to such term in the preamble to this
Agreement.

       

      “LIBO Rate” shall
mean, with respect to any Eurocurrency Borrowing in Dollars or any Alternative
Currency (other than Euros) for any Interest Period, (i) the interest rate
per annum for deposits for a maturity most nearly comparable to such Interest
Period in the currency in which such Borrowing is denominated which appears on
Reuters Screen LIBOR01 Page (or any successor page) as of 11:00 a.m., London
time, on the Quotation Day for such Interest Period or, if such a rate does not
appear on the Bloomberg’s British Banker’s Association rate page, (ii) an
interest rate per annum (rounded upwards, if necessary, to the next 1/16 of 1%)
equal to the rate at which deposits in the currency in which such Borrowing is
denominated approximately equal in principal amount to the Loan of the
Administrative Agent, in its capacity as a Lender (or, if the Administrative
Agent is not a Lender in respect of such Borrowing, then the Loan of the Lender
in respect of such Borrowing with the greatest Loan amount), included in such
Eurocurrency Borrowing and for a maturity comparable to such Interest Period are
offered to the principal London office of the Administrative Agent in
immediately available funds in the London interbank market at approximately
11:00 a.m., London time, on the Quotation Day for such Interest
Period.

       

      “Lien” shall mean with
respect to any asset, (a) any mortgage, deed of trust, lien, pledge,
encumbrance, charge or security interest in or on such asset, (b) the
interest of a vendor or a lessor under any conditional sale agreement, capital
lease or title retention agreement relating to such asset and (c) in the
case of securities, any purchase option, call or similar right of a third party
with respect to such securities.

       

      “Loan” shall mean any
Competitive Loan or Standby Loan.

       

      “Loan Documents” shall
mean (i) this Agreement, (ii) the Fee Letter dated November 11, 2009 among
Citigroup Global Markets Inc., RBS Securities Inc., The Royal Bank of Scotland
plc and the Company, (iii) the Agent Fee Letter dated November 11, 2009 between
Citigroup Global Markets Inc. and the Company, (iv) each Revolving Note, and (v)
to the extent executed and delivered pursuant to Schedule 10.21
hereto, the New Parent Assignment and Assumption Agreement and the Subsidiary
Guaranty.

       

      “Margin Stock” shall
have the meaning given such term under Regulation U.

       

      “Markit Index” shall
mean, at any date of determination, the Markit CDX.NA.IG Series 11 or any
successor series (5 Year Period) as available on such date to the applicable
office of the Administrative Agent.  If the Markit Index is
unavailable as of the date any determination of the 

      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      

      Applicable
Margin is to occur, the Company and the Lenders will negotiate in good faith to
agree on an alternative method for establishing the Applicable Margin for any
affected Borrowing.  Until the earlier of (i) the time at which
such an alternative method is agreed upon or (ii) thirty days after the
date on which the Markit Index became unavailable (such thirty-day period, the
“Negotiation
Period”), the interest payable per annum with respect to Eurocurrency
Standby Loans and ABR Loans (to the extent the Applicable Margin thereon is
greater than zero) in such Borrowing will be based upon the Applicable Margin
calculated using the last available quote of the Markit Index.  If no
such alternative method is agreed upon during the Negotiation Period,
Eurocurrency Standby Loans will convert to ABR Loans on the last day of the
applicable Interest Period and the interest rate per annum will be the Alternate
Base Rate plus the Applicable Margin calculated using the last available quote
of the Markit Index.

       

      “Material Adverse
Change” or “Material Adverse
Effect” shall mean (a) a materially adverse change in, or a
materially adverse effect on, the business, assets, operations, performance or
condition, financial or otherwise, of the Company and its Subsidiaries taken as
a whole or (b) a material impairment of the ability of the Company, any
Approved Borrower or any Material Subsidiary to perform any of its respective
obligations under any Loan Document to which it is or becomes a
party.

       

      “Material Subsidiary”
means any Subsidiary (a) the consolidated assets of which equal 5% or more
of the consolidated assets of the Borrower and the Subsidiaries as of the last
day of the most recent fiscal quarter of the Borrower or (b) the
consolidated revenues of which equal 5% or more of the consolidated revenues of
the Borrower and the Subsidiaries for the most recent period of four consecutive
fiscal quarters for which financial statements have been delivered under
Section 5.04 (or, prior to the delivery of any such financial statements,
for the period of four consecutive fiscal quarters ended September 30,
2009); provided
that if at the end of the most recent fiscal quarter or for the most recent
period of four consecutive fiscal quarters the consolidated assets or
consolidated revenues of all Subsidiaries that under clauses (a) and
(b) above would not constitute Material Subsidiaries shall have exceeded
10% of the consolidated assets or 10% of the consolidated revenues of the
Borrower and the Subsidiaries, then one or more of such excluded Subsidiaries
shall for all purposes of this Agreement be deemed to be Material Subsidiaries
in descending order based on the amounts of their consolidated assets until such
excess shall have been eliminated.

       

      “Moody’s” shall mean
Moody’s Investors Service, Inc.

       

      “Multiemployer Plan”
shall mean a multiemployer plan as defined in Section 4001(a)(3) of ERISA
to which the Company or any ERISA 

      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      

      Affiliate
(other than one considered an ERISA Affiliate only pursuant to
subsection (m) or (o) of Code Section 414) is making or accruing
an obligation to make contributions, or has within any of the preceding five
plan years made or accrued an obligation to make contributions.

       

      “Net Worth” shall
mean, as at any date, the sum for the Company and its Subsidiaries (determined
on a consolidated basis without duplication in accordance with GAAP) of the
following:

       

      (a)  the
amount of common stock; plus

       

      (b)  the
amount of any preferred stock that does not have any requirement for the Company
to purchase, redeem, retire or otherwise acquire the same; plus

       

      (c)  the
amount of additional paid-in capital and retained earnings (or, in the case of
an additional paid-in capital or retained earnings deficit, minus the amount of
such deficit); plus

       

      (d)  cumulative
translation adjustments (or, in the case of negative adjustments, minus the
amount of such adjustments); plus

       

      (e)  cumulative
pension liability adjustments (or, in the case of negative adjustments, minus
the amount of such adjustments); minus

       

      (f)  the
cost of treasury stock; plus

       

      (g)  the
amount of unrealized gain from cash flow hedges (or, in the case of losses,
minus the amount of unrealized losses); plus

       

      (h)  the
amount of unrealized gain from marketable securities (or, in the case of losses,
minus the amount of unrealized losses); plus

       

      (i)  the
amount of non-controlling interests.

       

      “New Lender” shall
have the meaning assigned to such term in Section 2.23(d).

       

      “New Parent” shall
have the meaning assigned to such term in Schedule 10.21
hereto.

       

      “New Parent Assignment and
Assumption Agreement” shall mean the Assignment and Assumption Agreement
in the form of Exhibit
J hereto.

       

      “Obligation Currency”
shall have the meaning assigned to such term in Section 10.13.

      
        
          
          

        

        
          18

          
            

          

        

        
          
          

        

      

      “Operating Subsidiary”
shall mean, at any time, each Domestic Subsidiary of the New Parent at such time
that is not a Special Purpose Entity.

       

      “Other Taxes” shall
have the meaning assigned to such term in Section 2.19(b).

       

      “Parent Company” shall
mean, with respect to a Lender, the bank holding company (as defined in
Regulation Y of the Board), if any, of such Lender, and/or any person owning,
beneficially or of record, directly or indirectly, a majority of the shares of
such Lender.

       

      “PBGC” shall mean the
Pension Benefit Guaranty Corporation referred to and defined in
ERISA.

       

      “Permitted
Investments” shall mean (i) securities issued directly and fully
guaranteed or insured by the United States or any agency or instrumentality
thereof (provided that the full faith and credit of the United States is pledged
in support thereof), (ii) Dollar denominated time deposits, certificates of
deposit and bankers’ acceptances of (x) any Lender or (y) any bank whose
short-term commercial paper rating from S&P is at least investment grade or
the equivalent thereof (any such bank, an “Approved Lender”), (iii) commercial
paper issued by any Lender or Approved Lender or by the parent company of any
Lender or Approved Lender and commercial paper issued by, or guaranteed by, any
industrial or financial company with a short-term commercial paper rating of at
least investment grade or the equivalent thereof, (iv) investment grade bonds
and preferred stock of investment grade companies, including municipal bonds,
corporate bonds, and treasury bonds, (v) foreign investments that are of similar
type of, and that have a rating comparable to, any of the investments referred
to in the preceding clauses (i) through (iv) above, (vi) investments in money
market funds substantially all of the assets of which are comprised of
securities of the types described in clauses (i) through (v) above, and (vii)
other securities and financial instruments which offer a security comparable to
those listed above.

       

      “Permitted
Reorganization” shall have the meaning assigned to such term in Schedule 10.21
hereto.

       

      “person” shall mean
any natural person, corporation, business trust, joint venture, association,
company, limited liability company, partnership or government, or any agency or
political subdivision thereof.

       

      “Plan” shall mean any
employee pension benefit plan (other than a Multiemployer Plan) subject to the
provisions of Title IV of ERISA or Section 412 of the Code which is
maintained for current or former employees, or any beneficiary thereof, of the
Company or any ERISA Affiliate.

      
        
          
          

        

        
          19

          
            

          

        

        
          
          

        

      

      “Platform” shall have
the meaning assigned to such term in Section 10.01(d).

       

      “Proposed Increase
Amount” shall have the meaning assigned to such term in
Section 2.23(b).

       

      “Public Lender” shall
have the meaning assigned to such term in Section 10.01(e).

       

      “Quotation Day” means,
with respect to any Eurocurrency Borrowing and any Interest Period, the day that
is two Business Days prior to the first day of such Interest
Period.

       

      “Register” shall have
the meaning given such term in Section 10.04(d).

       

      “Regulation D”
shall mean Regulation D of the Board as from time to time in effect and all
official rulings and interpretations thereunder or thereof.

       

      “Regulation U”
shall mean Regulation U of the Board as from time to time in effect and all
official rulings and interpretations thereunder or thereof.

       

      “Related Parties”
shall mean, with respect to any Person, such Person’s Affiliates and such
Person’s and such Person’s Affiliates’ respective managers, administrators,
trustees, partners, directors, officers, employees, agents, fund managers and
advisors.

       

      “Reportable Event”
shall mean any reportable event as defined in Section 4043(b) of ERISA or
the regulations issued thereunder with respect to a Plan (other than a Plan
maintained by an ERISA Affiliate that is considered an ERISA Affiliate only
pursuant to subsection (m) or (o) of Code
Section 414).

       

      “Requested Commitment
Increase” shall have the meaning assigned to such term in Section
2.23(a).

       

      “Required Lenders”
shall mean, at any time, Lenders having Commitments representing a majority of
the Total Commitment or, for purposes of acceleration pursuant to
clause (ii) of Article VII or after the termination of the
Commitments, Lenders holding Standby Loans representing a majority of the
aggregate principal amount of the Standby Loans outstanding.  For
purposes of determining the Required Lenders, any Standby Loans denominated in
an Alternative Currency shall be translated into Dollars at the Spot Exchange
Rate in effect on the applicable Denomination Date.

      
        
          
          

        

        
          20

          
            

          

        

        
          
          

        

      

      “Responsible Officer”
of any corporation shall mean any executive officer or Financial Officer of such
corporation and any other officer or similar official thereof responsible for
the administration of the obligations of such corporation in respect of this
Agreement.

       

      “Revolving
Note”  shall mean a promissory note substantially in the form
of Exhibit I
hereto made by one or more Borrowers in favor of a Lender, to the extent
requested by such Lender pursuant to Section 2.24.

       

      “S&P” shall mean
Standard & Poor’s Ratings Services, a Division of the McGraw-Hill Companies
Inc.

       

      “Special Purpose
Entity” shall mean a person formed for a specific purpose or objective or
for a specific transaction or specific type of transaction (e.g., a finance
subsidiary or a subsidiary whose only asset is intellectual property); provided that a
holding company shall not constitute a Special Purpose Entity.

       

      “Spot Exchange Rate”
shall mean, on any day, (a) with respect to any Alternative Currency, the
spot rate at which Dollars are offered on such day by Citibank, N.A., as
Administrative Agent, for such Alternative Currency, and (b) with respect
to Dollars in relation to any specified Alternative Currency, the spot rate at
which such specified Alternative Currency is offered on such day by Citibank,
N.A., as Administrative Agent, for Dollars.  For purposes of
determining the Spot Exchange Rate in connection with an Alternative Currency
Borrowing, such Spot Exchange Rate shall be determined as of the Denomination
Date for such Borrowing with respect to transactions in the applicable
Alternative Currency that will settle on the date of such Borrowing, and, upon
the Company’s request, the Administrative Agent shall inform the Company of such
Spot Exchange Rate.

       

      “Standby Borrowing”
shall mean a borrowing consisting of simultaneous Standby Loans from each of the
Lenders.

       

      “Standby Borrowing
Request” shall mean a request made pursuant to Section 2.04 in the
form of Exhibit A-5
hereto.

       

      “Standby Loan” shall
mean a revolving loan made by a Lender pursuant to
Section 2.04.  Each Standby Loan shall be a Eurocurrency Standby
Loan or an ABR Loan.

       

      “Statutory Reserve
Rate” shall mean, with respect to any currency, a fraction (expressed as
a decimal), the numerator of which is the number one and the denominator of
which is the number one minus the aggregate of the maximum reserve percentages
(including any marginal, special, emergency or supplemental reserves) expressed
as a decimal 

      
        
          
          

        

        
          21

          
            

          

        

        
          
          

        

      

      established
by the Board to which the Administrative Agent is subject for eurocurrency
funding (currently referred to as “Eurocurrency Liabilities” in
Regulation D of the Board).  Such reserve percentages shall
include those imposed pursuant to Regulation D.  Eurocurrency
Loans shall be deemed to be subject to such reserve requirements without benefit
of or credit for proration, exemptions or offsets that may be available from
time to time to any Lender under Regulation D or any other applicable law,
rule or regulation.  The Statutory Reserve Rate shall be adjusted
automatically on and as of the effective date of any change in any reserve
percentage.

       

      “Sterling” or “GBP” shall mean
lawful money of the United Kingdom.

       

      “subsidiary” shall
mean, with respect to any person (herein referred to as the “parent”), any
corporation, partnership, association or other business entity (a) of which
securities or other ownership interests representing more than 50% of the equity
or more than 50% of the ordinary voting power or more than 50% of the general
partnership interests are, at the time any determination is being made, owned,
Controlled or held, or (b) which is, at the time any determination is made,
otherwise Controlled by the parent or one or more subsidiaries of the parent or
by the parent and one or more subsidiaries of the parent.

       

      “Subsidiary” shall
mean any subsidiary of the Company.

       

      “Subsidiary Consolidated
Indebtedness” shall mean Subsidiary Debt of the Company’s consolidated
subsidiaries determined on a consolidated basis in accordance with
GAAP.

       

      “Subsidiary Debt”
shall mean, with respect to the Company’s consolidated subsidiaries, at any time
and without duplication, the aggregate outstanding principal amount of all
Indebtedness of such consolidated subsidiaries at such time described in clauses
(a), (b), (c), (g) and (h) of the definition of the term “Indebtedness”, other
than:

       

      (i)           Indebtedness
owed by Subsidiaries to the Company or to other Subsidiaries;

       

      (ii)           Indebtedness
in respect of that certain Credit Agreement dated as of December 15, 2000
between Harsco Investment Limited and Harsco Finance BV, as borrowers, and The
National Westminster Bank plc, as the same has been amended and is in effect on
the Effective Date;

       

      (iii)           Indebtedness
of Harsco Finance BV or Harsco International Finance BV, so long as (A) such
persons are Subsidiaries 

      
        
          
          

        

        
          22

          
            

          

        

        
          
          

        

      

      whose
sole purposes are to (x) finance the non-U.S. operations of the Company and/or
Subsidiaries through intercompany loans and/or (y) provide financing to the
Company and/or (z) provide cash management and related intercompany services to
the Company and/or Subsidiaries, and (B) such persons neither acquire nor
maintain any assets other than (x) intercompany accounts receivable and notes
receivable, (y) cash, cash equivalents (as determined in accordance with GAAP)
and Permitted Investments acquired or maintained solely as a result of their
provision, if any, of cash management services, and (z) equity investments in
wholly-owned Subsidiaries that are themselves Special Purpose
Entities;

       

      (iv)          Indebtedness
incurred after the Effective Date in connection with the acquisition of a person
or property as long as such Indebtedness existed prior to such acquisition and
was not created in anticipation thereof;

       

      (v)           Indebtedness
(including Indebtedness which constitutes Capital Lease Obligations) incurred to
provide all or a portion of the purchase price or cost of construction of an
asset; provided that such Indebtedness when incurred shall not exceed the
purchase price or cost of construction of such asset plus related transaction
costs;

       

      (vi)          Guarantees
of Subsidiary Consolidated Indebtedness; or

       

      (vii)         any
refunding or refinancing of any Indebtedness described in any of clauses (i)
through (v) above, so long as such refunding or refinancing does not increase
the principal amount thereof.

       

      “Subsidiary Guarantor”
shall mean, on and after the date on which the Subsidiary Guaranty is required
to be delivered pursuant to Schedule 10.21
hereto, each Operating Subsidiary.

       

      “Subsidiary Guaranty”
shall mean an unconditional guarantee by each Subsidiary Guarantor of the
obligations of the New Parent and the other Borrowers under this Agreement and
the other Loan Documents in substantially the form of Exhibit H
hereto.

       

      “Tangible Assets”
shall mean, with respect to any person at any time, the total assets of such
person at such time after deducting (a) goodwill and (b) intangible
assets.

       

      “Taxes” shall have the
meaning assigned to such term in Section 2.19(a).

      
        
          
          

        

        
          23

          
            

          

        

        
          
          

        

      

      “Termination Date”
shall mean December 17, 2012.

       

      “Termination Letter”
shall have the meaning assigned to such term in Section 2.21.

       

      “Total Capital” shall
mean, at any time, Net Worth plus Total Debt.

       

      “Total Commitment”
shall mean, at any time, the aggregate amount of the Commitments, as in effect
at such time.  As of the Effective Date, the Total Commitment shall
equal $570,000,000.

       

      “Total Debt” shall
mean, at any time, the aggregate outstanding principal amount of all
Indebtedness of the Company and its Subsidiaries at such time (other than
Indebtedness described in clause (i) or (j) of the definition of the
term “Indebtedness”) determined on a consolidated basis (without duplication) in
accordance with GAAP; provided that the
term “Total
Debt” shall include any preferred stock that provides for the mandatory
purchase, retirement, redemption or other acquisition of the same by the Company
or any Subsidiary (other than preferred stock held by the Company or any
Subsidiary).

       

      “Transactions” shall
mean the execution, delivery and performance by the Company of this Agreement,
the execution and delivery by the Company and the Approved Borrowers of each
Designation Letter, the borrowing of Loans and the use of the proceeds thereof,
and in connection with a Permitted Reorganization, the execution and delivery of
the New Parent Assignment and Assumption Agreement and the Subsidiary
Guaranty.

       

      “Transferee” shall
have the meaning assigned to such term in Section 2.19(a).

       

      “Type”, when used in
respect of any Loan or Borrowing, shall refer to the rate by reference to which
interest on such Loan or on the Loans comprising such Borrowing is determined
and the currency in which such Loan or the Loans comprising such Borrowings are
denominated.  For purposes hereof, “rate” shall include the LIBO Rate,
the Alternate Base Rate and the Fixed Rate, and “currency” shall include Dollars
and any Alternative Currency permitted hereunder.

       

      “United States” or
“U.S.” shall
mean the United States of America.

       

      “Withdrawal Liability”
shall mean liability to a Multiemployer Plan as a result of a complete or
partial withdrawal from such Multiemployer Plan, as such terms are defined in
Part I of Subtitle E of Title IV of ERISA.

      
        
          
          

        

        
          24

          
            

          

        

        
          
          

        

      

       

      SECTION
1.02. Terms
Generally.  The definitions in Section 1.01 shall apply
equally to both the singular and plural forms of the terms
defined.  Whenever the context may require, any pronoun shall include
the corresponding masculine, feminine and neuter forms.  The words
“include”, “includes” and “including” shall be deemed to be followed by the
phrase “without limitation”.  All references herein to Articles,
Sections, Exhibits and Schedules shall be deemed references to Articles and
Sections of, and Exhibits and Schedules to, this Agreement unless the context
shall otherwise require.  Except as otherwise expressly provided
herein, all terms of an accounting or financial nature shall be construed in
accordance with GAAP.  If any change in the accounting principles used
in the preparation of the consolidated financial statements of the Company
referred to in Section 5.04(a) or (b) is hereafter required by the rules,
regulations, pronouncements and opinions contained in the Financial Accounting
Standards Board Codification, and such change is adopted by the Company with the
agreement of the Company’s accountants and results in a change in any of the
calculations required by Section 6.06 or 6.07 (or the related defined terms)
that would not have resulted had such accounting change not occurred, then, to
the extent a reconciliation of such change is not reflected by the Company in
its consolidated financial statements so as to reflect what the applicable
calculation would have been had such change not occurred, the Company shall
provide such reconciliation in the compliance certificate to be delivered
pursuant to Section 5.04(c) for so long as such accounting change remains in
effect.

       

      SECTION
1.03. Redenomination of Certain
Alternative Currencies.  (a)  Each obligation of any
party to this Agreement to make a payment denominated in the national currency
unit of any member state of the European Union that adopts the Euro as its
lawful currency after the date hereof shall be redenominated into Euro at the
time of such adoption (in accordance with the EMU Legislation).  If,
in relation to the currency of any such member state, the basis of accrual of
interest expressed in this Agreement in respect of that currency shall be
inconsistent with any convention or practice in the London interbank market for
the basis of accrual of interest in respect of the Euro, such expressed basis
shall be replaced by such convention or practice with effect from the date on
which such member state adopts the Euro as its lawful currency; provided that if any
Borrowing in the currency of such member state is outstanding immediately prior
to such date, such replacement shall take effect, with respect to such
Borrowing, at the end of the then current Interest Period.

       

      (b) Each
provision of this Agreement shall be subject to such reasonable changes of
construction as the Administrative Agent in consultation with the Company may
from time to time specify to be appropriate to reflect the adoption of the Euro
by any member state of the European Union and any relevant market conventions or
practices relating to the Euro.

       

      


      
        
          
             


          

          
            25

            
              

            

          

          
             


          

        

      

       

      ARTICLE
II


       

      The
Credits

       

      SECTION
2.01. Commitments.  Subject
to the terms and conditions and relying upon the representations and warranties
herein set forth, each Lender agrees, severally and not jointly, to make Standby
Loans to the Borrowers from time to time during the Availability Period, in
Dollars or one or more Alternative Currencies (as specified in the Borrowing
Requests with respect thereto), in an aggregate principal amount at any time
outstanding that will not result in such Lender’s Committed Credit Exposure
exceeding such Lender’s Commitment, subject, however, to the conditions that
(i) at no time shall (A) the sum of (I) the aggregate Committed
Credit Exposure of all the Lenders, plus (II) the outstanding aggregate
principal amount or Assigned Dollar Value of all Competitive Loans made by all
Lenders, exceed (B) the Total Commitment and (ii) at all times the
outstanding aggregate principal amount of all Standby Loans made by each Lender
shall equal such Lender’s Applicable Percentage of the outstanding aggregate
principal amount of all Standby Loans made pursuant to
Section 2.04.  Each Lender’s Commitment is set forth opposite its
name in Schedule 2.01
hereto.  Such Commitments may be terminated, reduced or increased from
time to time pursuant to Section 2.11, Section 2.23 or Section
10.04.  Within the foregoing limits and subject to the terms and
conditions set forth herein, the Borrowers may borrow, pay or prepay and
reborrow Standby Loans.

       

      SECTION
2.02. Loans.  (a)
Each Standby Loan shall be made as part of a Borrowing consisting of Loans made
by the Lenders ratably in accordance with their applicable Commitments; provided, however, that the
failure of any Lender to make any Standby Loan shall not in itself relieve any
other Lender of its obligation to lend hereunder (it being understood, however,
that no Lender shall be responsible for the failure of any other Lender to make
any Loan required to be made by such other Lender).  Each Competitive
Loan shall be made in accordance with the procedures set forth in
Section 2.03.  The Competitive Loans and Standby Loans comprising
any Borrowing shall be in (i) an aggregate principal amount which is not
less than the Borrowing Minimum and an integral multiple of the Borrowing
Multiple or (ii) an aggregate principal amount equal to the remaining
balance of the available applicable Commitments.

       

      (b) Each
Competitive Borrowing shall be comprised entirely of Eurocurrency Competitive
Loans or Fixed Rate Loans, and each Standby Borrowing shall be comprised
entirely of Eurocurrency Standby Loans 

      
        
          
          

        

        
          26

          
            

          

        

        
          
          

        

      

      or ABR
Loans, as the Borrowers may request pursuant to Section 2.03 or 2.04, as
applicable.  Each Lender may at its option make any Loan by causing
any domestic or foreign branch or Affiliate of such Lender to make such Loan;
provided that
any exercise of such option shall not affect the obligation of the applicable
Borrower to repay such Loan in accordance with the terms of this
Agreement.  Borrowings of more than one Type may be outstanding at the
same time; provided, however, that none of
the Borrowers shall be entitled to request any Borrowing which, if made, would
result in an aggregate of more than ten separate Standby Loans of any Lender
being outstanding hereunder at any one time.  For purposes of the
foregoing, Borrowings having different Interest Periods or denominated in
different currencies, regardless of whether they commence on the same date,
shall be considered separate Borrowings.

       

      (c) Each
Lender shall make each Loan to be made by it hereunder on the proposed date
thereof by wire transfer to such account as the Administrative Agent may
designate in federal funds (in the case of any Loan denominated in Dollars) or
such other immediately available funds as may then be customary for the
settlement of international transactions in the relevant currency not later than
11:00 a.m., New York City time, in the case of fundings to an account in New
York City, or 11:00 a.m., local time, in the case of fundings to an account(s)
in another jurisdiction, and the Administrative Agent shall by 12:00 (noon), New
York City time, in the case of fundings to (an) account(s) in New York
City, or 12:00 (noon), local time, in the case of fundings to an account(s) in
another jurisdiction, credit the amounts so received to an account(s) designated
by the applicable Borrower in the applicable Borrowing Request, which account(s)
must be in the country of the currency of the Loan (it being understood that the
funding may be for the credit of an account outside such country) or in a
country that is a member of the European Union, in the case of Borrowings
denominated in Euros, or, if a Borrowing shall not occur on such date because
any condition precedent herein specified shall not have been met, return the
amounts so received to the respective Lenders.  Competitive Loans
shall be made by the Lender or Lenders whose Competitive Bids therefor are
accepted pursuant to Section 2.03 in the amounts so accepted and Standby
Loans shall be made by the Lenders pro rata in accordance with
Section 2.16.  Unless the Administrative Agent shall have
received notice from a Lender prior to the time of any Borrowing that such
Lender will not make available to the Administrative Agent such Lender’s portion
of such Borrowing, the Administrative Agent may assume that such Lender has made
such portion available to the Administrative Agent on the date of such Borrowing
in accordance with this paragraph (c) and the Administrative Agent may, in
reliance upon such assumption, make available to the applicable Borrower on such
date a corresponding amount in the required currency.  If the
Administrative Agent shall have so made funds available then to the extent that
such Lender shall not have made such portion available to the Administrative
Agent, such Lender and the applicable Borrower severally agree to repay to the


      
        
          
          

        

        
          27

          
            

          

        

        
          
          

        

      

      Administrative
Agent forthwith on demand such corresponding amount together with interest
thereon in such currency, for each day from the date such amount is made
available to the applicable Borrower until the date such amount is repaid to the
Administrative Agent at (i) in the case of the Borrower, the interest rate
applicable at the time to the Loans comprising such Borrowing and (ii) in
the case of such Lender, a rate determined by the Administrative Agent to
represent its cost of overnight or short-term funds in the relevant currency
(which determination shall be conclusive absent manifest error).  If
such Lender shall repay to the Administrative Agent such corresponding amount,
such amount shall constitute such Lender’s Loan as part of such Borrowing for
purposes of this Agreement.

       

      (d) Notwithstanding
any other provision of this Agreement, none of the Borrowers shall be entitled
to request, or to elect to convert or continue, any Borrowing if the Interest
Period requested with respect thereto would end after the Termination
Date.

       

      SECTION
2.03. Competitive Bid
Procedure.  (a)  In order to request Competitive
Bids, a Borrower shall hand deliver or telecopy to the Administrative Agent a
duly completed Competitive Bid Request in the form of Exhibit A-l
hereto, to be received by the Administrative Agent (i) in the case of a
Eurocurrency Competitive Borrowing, not later than 11:00 a.m., New York City
time, four Business Days before a proposed Competitive Borrowing and
(ii) in the case of a Fixed Rate Borrowing, not later than 11:00 a.m., New
York City time, one Business Day before a proposed Competitive
Borrowing.  No ABR Loan shall be requested in, or made pursuant to, a
Competitive Bid Request.  A Competitive Bid Request that does not
conform substantially to the format of Exhibit A-l
hereto may be rejected in the Administrative Agent’s sole discretion, and the
Administrative Agent shall promptly notify the applicable Borrower of such
rejection by telecopier.  Such request shall in each case refer to
this Agreement and specify (A) whether the Borrowing then being requested
is to be a Eurocurrency Borrowing or a Fixed Rate Borrowing, (B) the date
of such Borrowing (which shall be a Business Day), (C) the aggregate
principal amount of such Borrowing, (D) the currency of such Borrowing and
(E) the Interest Period with respect thereto (which may not end after the
Termination Date).  If no election as to the currency of Borrowing is
specified in any Competitive Bid Request, then the applicable Borrower shall be
deemed to have requested Borrowings in Dollars.  Promptly after its
receipt of a Competitive Bid Request that is not rejected as aforesaid, the
Administrative Agent shall invite by telecopier (in the form set forth in Exhibit A-2
hereto) the Lenders to bid, on the terms and conditions of this Agreement, to
make Competitive Loans pursuant to the Competitive Bid Request.

      
        
          
          

        

        
          28

          
            

          

        

        
          
          

        

      

      (b) Each
Lender may, in its sole discretion, make one or more Competitive Bids to a
Borrower responsive to a Competitive Bid Request.  Each Competitive
Bid by a Lender must be received by the Administrative Agent via telecopier, in
the form of Exhibit A-3
hereto, (i) in the case of a Eurocurrency Competitive Borrowing not later
than 11:00 a.m., New York City time,  three Business Days before a
proposed Competitive Borrowing and (ii) in the case of a Fixed Rate
Borrowing, not later than 11:00 a.m., New York City time, on the day of a
proposed Competitive Borrowing.  Multiple bids will be accepted by the
Administrative Agent.  Competitive Bids that do not conform
substantially to the format of Exhibit A-3
hereto may be rejected by the Administrative Agent after conferring with, and
upon the instruction of, the applicable Borrower, and the Administrative Agent
shall notify the Lender making such nonconforming bid of such rejection as soon
as practicable.  Each Competitive Bid shall refer to this Agreement
and specify (A) the principal amount (which (x) shall be in a minimum
principal amount of the Borrowing Minimum and in an integral multiple of the
Borrowing Multiple, (y) shall be expressed in Dollars or, in the case of an
Alternative Currency Borrowing, in both the Alternative Currency and the
Assigned Dollar Value thereof and (z) may equal the entire principal amount
of the Competitive Borrowing requested by the applicable Borrower) of the
Competitive Loan or Loans that the Lender is willing to make to the applicable
Borrower, (B) the Competitive Bid Rate or Rates at which the Lender is
prepared to make the Competitive Loan or Loans and (C) the Interest Period
and the last day thereof.  If any Lender shall elect not to make a
Competitive Bid, such Lender shall so notify the Administrative Agent by
telecopier (I) in the case of Eurocurrency Competitive Loans, not later
than 11:00 a.m., New York City time, three Business Days before a proposed
Competitive Borrowing, and (II) in the case of Fixed Rate Loans, not later
than 11:00 a.m., New York City time, on the day of a proposed Competitive
Borrowing; provided, however, that failure
by any Lender to give such notice shall not cause such Lender to be obligated to
make any Competitive Loan as part of such Competitive Borrowing.  A
Competitive Bid submitted by a Lender pursuant to this paragraph (b) shall
be irrevocable.

       

      (c) The
Administrative Agent shall promptly notify the applicable Borrower by telecopier
of all the Competitive Bids made, the Competitive Bid Rate and the principal
amount of each Competitive Loan in respect of which a Competitive Bid was made
and the identity of the Lender that made each bid.  The Administrative
Agent shall send a copy of all Competitive Bids to the applicable Borrower for
its records as soon as practicable after completion of the bidding process set
forth in this Section 2.03.

       

      (d) The
applicable Borrower may in its sole and absolute discretion, subject only to the
provisions of this paragraph (d), accept or reject any Competitive Bid
referred to in paragraph (c) above.  The Borrower shall


      
        
          
          

        

        
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      notify
the Administrative Agent by telephone, confirmed by telecopier in the form of a
Competitive Bid Accept/Reject Letter, whether and to what extent it has decided
to accept or reject any of or all the bids referred to in paragraph (c)
above, (x) in the case of a Eurocurrency Competitive Borrowing, not later
than 11:30 a.m., New York City time, three Business Days before a proposed
Competitive Borrowing, and (y) in the case of a Fixed Rate Borrowing, not
later than 11:30 a.m., New York City time, on the day of a proposed Competitive
Borrowing; provided, however, that
(i) the failure by the applicable Borrower to give such notice shall be
deemed to be a rejection of all the bids referred to in paragraph (c)
above, (ii) such Borrower shall not accept a bid made at a particular
Competitive Bid Rate if such Borrower has decided to reject a bid made at a
lower Competitive Bid Rate, (iii) the aggregate amount of the Competitive
Bids accepted by such Borrower shall not exceed the principal amount specified
in the Competitive Bid Request, (iv) if such Borrower shall accept a bid or
bids made at a particular Competitive Bid Rate but the amount of such bid or
bids shall cause the total amount of bids to be accepted by such Borrower to
exceed the amount specified in the Competitive Bid Request, then such Borrower
shall accept a portion of such bid or bids in an amount equal to the amount
specified in the Competitive Bid Request less the amount of all other
Competitive Bids accepted with respect to such Competitive Bid Request, which
acceptance, in the case of multiple bids at such Competitive Bid Rate, shall be
made pro rata in accordance with the amount of each such bid at such Competitive
Bid Rate, and (v) except pursuant to clause (iv) above, no bid shall
be accepted for a Competitive Loan unless such Competitive Loan is in (x) a
minimum principal amount of the Borrowing Minimum and an integral multiple of
the Borrowing Multiple or (y) an aggregate principal amount equal to the
remaining balance of the available applicable Commitments; provided further,
however, that
if a Competitive Loan must be in an amount less than the Borrowing Minimum
because of the provisions of clause (iv) above, such Competitive Loan may
be for a minimum of 1,000,000 units (or, in the case of Sterling, 500,000 units)
of the applicable currency or any integral multiple thereof, and in calculating
the pro rata allocation of acceptances of portions of multiple bids at a
particular Competitive Bid Rate pursuant to clause (iv) the amounts shall
be rounded to integral multiples of 1,000,000 units (or, in the case of
Sterling, 500,000 units) of the applicable currency in a manner which shall be
in the discretion of the applicable Borrower.  A notice given by the
applicable Borrower pursuant to this paragraph (d) shall be
irrevocable.

       

      (e) The
Administrative Agent shall promptly notify each bidding Lender whether or not
its Competitive Bid has been accepted (and if so, in what amount and at what
Competitive Bid Rate) by telecopy sent by the Administrative Agent, and each
successful bidder will thereupon become bound, subject to the other applicable
conditions hereof, to make the Competitive Loan in respect of which its bid has
been accepted.

      
        
          
          

        

        
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      (f) A
Competitive Bid Request shall not be made within five Business Days after the
date of any previous Competitive Bid Request.

       

      (g) If the
Administrative Agent shall elect to submit a Competitive Bid in its capacity as
a Lender, it shall submit such bid directly to the applicable Borrower one
quarter of an hour earlier than the latest time at which the other Lenders are
required to submit their bids to the Administrative Agent pursuant to
paragraph (b) above.

       

      (h) All
notices required by this Section 2.03 shall be given in accordance with
Section 10.01.

       

      SECTION
2.04. Standby Borrowing
Procedure.  In order to request a Standby Borrowing, a Borrower
shall hand deliver or telecopy to the Administrative Agent a duly completed
Standby Borrowing Request in the form of Exhibit A-5
hereto, to be received by the Administrative Agent (a) in the case of a
Eurocurrency Standby Borrowing, not later than 11:00 a.m., New York City time,
three Business Days before a proposed borrowing and (b) in the case of an
ABR Borrowing, not later than 10:00 a.m., New York City time, on the date of the
proposed borrowing.  No Fixed Rate Loan shall be requested or made
pursuant to a Standby Borrowing Request.  Such notice shall be
irrevocable and shall in each case specify (i) whether the Borrowing then
being requested is to be a Eurocurrency Borrowing or an ABR Borrowing;
(ii) the date of such Borrowing (which shall be a Business Day),
(iii) the aggregate principal amount of the Borrowing (which shall be in a
minimum principal amount of the Borrowing Minimum and in an integral multiple of
the Borrowing Multiple), (iv) the currency of such Borrowing (which, in the
case of an ABR Borrowing, shall be Dollars) and (v) if such Borrowing is to
be a Eurocurrency Borrowing, the Interest Period with respect
thereto.  If no election as to the currency of Borrowing is specified
in any Standby Borrowing Request, then the applicable Borrower shall be deemed
to have requested Borrowings in Dollars.  If no election as to the
Type of Borrowing is specified, then the requested Borrowing shall be an ABR
Borrowing if denominated in Dollars or a Eurocurrency Borrowing if denominated
in an Alternative Currency.  If no Interest Period with respect to any
Eurocurrency Borrowing is specified, then the applicable Borrower shall be
deemed to have selected an Interest Period of one month’s
duration.  The Administrative Agent shall promptly advise the Lenders
of any notice given pursuant to this Section 2.04 (and the contents
thereof), of each Lender’s portion of the requested Borrowing and, in the case
of an Alternative Currency Borrowing, of the Dollar Equivalent of the
Alternative Currency amount specified in the applicable Standby Borrowing
Request and the Spot Exchange Rate utilized to determine such Dollar
Equivalent.  If the Dollar Equivalent of a Lender’s portion of any
such Borrowing would exceed such Lender’s remaining available applicable
Commitment, then such Lender’s portion of such Borrowing shall be reduced to the
Alternative Currency Equivalent of such Lender’s remaining available
Commitment.

      
        
          
          

        

        
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      SECTION
2.05. Interest
Elections.  (a)  Each Standby Borrowing initially
shall be of the Type specified in the applicable Borrowing Request and, in the
case of a Eurocurrency Standby Borrowing, shall have an initial Interest Period
as specified in such Borrowing Request.  Thereafter, the applicable
Borrower may elect to convert such Borrowing to a different Type or to continue
such Borrowing and, in the case of a Eurocurrency Standby Borrowing, may elect
Interest Periods therefor, all as provided in this Section.  Such
Borrower may elect different options with respect to different portions of the
affected Borrowing, in which case each such portion shall be allocated ratably
among the Lenders holding the Loans comprising such Borrowing, and the Loans
comprising each such portion shall be considered a separate
Borrowing.  This Section shall not apply to Competitive Borrowings,
which may not be converted or continued.

       

      (b) To make
an election pursuant to this Section, the applicable Borrower shall notify the
Administrative Agent of such election by telephone or by telecopy by the time
that a Borrowing Request would be required under Section 2.04 if such
Borrower were requesting a Standby Borrowing of the Type resulting from such
election to be made on the effective date of such election.  Each such
Interest Election Request shall be irrevocable and, if telephonic, shall be
confirmed promptly by hand delivery or telecopy to the Administrative Agent of a
written Interest Election Request substantially in the form of Exhibit A-6
hereto.  Notwithstanding any other provision of this Section, the
Borrower shall not be permitted to (i) change the currency of any Borrowing
or (ii) elect an Interest Period for Eurocurrency Loans that would end
after the Termination Date.

       

      (c) Each
telephonic and written Interest Election Request shall specify the following
information in compliance with Section 2.02 and paragraph (e) of this
Section:

       

      (i) the
Borrowing to which such Interest Election Request applies and, if different
options are being elected with respect to different portions thereof, the
portions thereof to be allocated to each resulting Borrowing (in which case the
information to be specified pursuant to clauses (iii) and (iv) below
shall be specified for each resulting Borrowing);

       

      (ii) the
effective date of the election made pursuant to such Interest Election Request,
which shall be a Business Day;

       

      (iii) whether
the resulting Borrowing is to be an ABR Borrowing or a Eurocurrency Borrowing;
and

      
        
          
          

        

        
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      (iv) if the
resulting Borrowing is to be a Eurocurrency Borrowing, the Interest Period to be
applicable thereto after giving effect to such election, which shall be a period
contemplated by the definition of the term “Interest Period”.

       

      If any
such Interest Election Request requests a Eurocurrency Borrowing but does not
specify an Interest Period, then the Borrower shall be deemed to have selected
an Interest Period of one month’s duration.

       

      (d) Promptly
following receipt of an Interest Election Request, the Administrative Agent
shall advise each Lender of the details thereof and of such Lender’s portion of
each resulting Borrowing.

       

      (e) If the
Borrower fails to deliver a timely Interest Election Request with respect to a
Eurocurrency Borrowing prior to the end of the Interest Period applicable
thereto, then, unless such Borrowing is repaid as provided herein, at the end of
such Interest Period such Borrowing shall (i) in the case of a Borrowing
denominated in Dollars, be converted to an ABR Borrowing and (ii) in the
case of any other Eurocurrency Borrowing, continue as a Eurocurrency Borrowing
in the same currency and with an Interest Period of one
month.  Notwithstanding any contrary provision hereof, if an Event of
Default has occurred and is continuing and the Administrative Agent, at the
request of the Required Lenders, so notifies the Company, then, so long as an
Event of Default is continuing (i) no outstanding Standby Borrowing
denominated in Dollars may be converted to or continued as a Eurocurrency
Borrowing and (ii) unless repaid, each Eurocurrency Borrowing denominated
in Dollars shall be converted to an ABR Borrowing at the end of the Interest
Period applicable thereto.

       

      SECTION
2.06. Fees.  (a)  The
Company agrees to pay to each Lender, through the Administrative Agent, on each
March 31, June 30, September 30 and December 31 and on the
Termination Date and any other date on which the Loans of such Lender shall be
repaid (or on the date of termination of such Lender’s Commitment if such Lender
has no Standby Loans outstanding after such date), a commitment fee (a “Commitment Fee”)
equal to the Commitment Fee Percentage of the daily average amount of the unused
Commitment of such Lender (whether or not the conditions set forth in
Section 4.01 shall have been satisfied), during the preceding quarter (or
shorter period commencing with the date hereof or ending with the date on which
the Commitment of such Lender shall be terminated).  All Commitment
Fees shall be computed on the basis of the actual number of days elapsed in a
year of 360 days.  The Commitment Fee due to each Lender shall
commence to accrue on the date hereof and shall cease to accrue on the date on
which the Commitment of such Lender is terminated.  Anything herein to
the contrary notwithstanding, during such period that a Lender is a Defaulting
Lender, such Defaulting 

      
        
          
          

        

        
          33

          
            

          

        

        
          
          

        

      

      Lender
will not be entitled to any Commitment Fees accruing during such period (without
prejudice to the rights of the Lenders other than Defaulting Lenders in respect
of such fees).

       

      (b) The
Company agrees to pay the Administrative Agent, for its own account, the fees
set forth in the Agent Fee Letter dated November 11, 2009, between
Citigroup Global Markets Inc. and the Company (the “Administrative Fees”) at the times
and in the amounts set forth therein.

       

      (c) All Fees
shall be paid on the dates due, in immediately available funds, to the
Administrative Agent for distribution, if and as appropriate, among the
Lenders.  Once paid, none of the Fees shall be refundable under any
circumstances.

       

      SECTION
2.07. Repayment of
Loans.  (a)  Each Borrower agrees to pay to the
Administrative Agent for the account of each Lender the then unpaid principal
amount of (i) each Standby Loan of such Lender on the Termination Date and
(ii) each Competitive Loan of such Lender on the last day of the Interest
Period applicable to such Loan.  Each Loan shall bear interest from
the date of the Borrowing of which such Loan is a part on the outstanding
principal balance thereof as set forth in Section 2.08.

       

      (b) Each
Lender shall, and is hereby authorized by the Borrowers to, maintain, in
accordance with its usual practice, records evidencing the indebtedness of each
Borrower to such Lender hereunder from time to time, including the date, amount,
currency and Type of and the Interest Period applicable to each Loan made by
such Lender from time to time and the amounts of principal and interest paid to
such Lender from time to time in respect of each such Loan.

       

      (c) The
entries made in the records maintained pursuant to paragraph (b) of this
Section 2.07 and in the Register maintained by the Administrative Agent
pursuant to Section 10.04(d) shall be prima facie evidence of the existence
and amounts of the obligations of each Borrower to which such entries relate;
provided, however, that the
failure of any Lender or the Administrative Agent to maintain or to make any
entry in such records or the Register, as applicable, or any error therein shall
not in any manner affect the obligation of any Borrower to repay any Loans in
accordance with the terms of this Agreement.

       

      SECTION
2.08. Interest on
Loans.  (a)  Subject to the provisions of
Section 2.09, the Loans comprising each Eurocurrency Borrowing shall bear
interest (computed on the basis of the actual number of days elapsed over a year
of 360 days, at a rate per annum equal to (i) in the case of each
Eurocurrency Standby Loan in Dollars or any Alternative Currency (other than
Euros), the Adjusted LIBO Rate for the Interest Period in effect for


      
        
          
          

        

        
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      the
Borrowing of which such Loan is part plus the Applicable Margin from time to
time in effect, (ii) in the case of each Eurocurrency Standby Loan in Euros, the
Adjusted EURIBO Rate for the Interest Period in effect for the Borrowing of
which such Loan is part plus the Applicable Margin from time to time in effect,
(iii) in the case of each Eurocurrency Competitive Loan denominated in
Dollars or any Alternative Currency (other than Euros), the LIBO Rate for the
Interest Period in effect for the Borrowing of which such Loan is a part plus
the Competitive Margin offered by the Lender making such Loan and accepted by
the applicable Borrower pursuant to Section 2.03 and (iv) in the case
of each Eurocurrency Competitive Loan denominated in Euros, the EURIBO Rate for
the Interest Period in effect for the Borrowing of which such Loan is a part
plus the Competitive Margin offered by the Lender making such Loan and accepted
by the applicable Borrower pursuant to Section 2.03.

       

      (b) Subject
to the provisions of Section 2.09, the Loans comprising each ABR Borrowing
shall bear interest (computed on the basis of the actual number of days elapsed
over a year of 365 or 366 days, as appropriate, when determined by
reference to the Prime Rate and over a year of 360 days at all other times)
at a rate per annum equal to the Alternate Base Rate plus the Applicable Margin
from time to time in effect with respect to ABR Loans.

       

      (c) Subject
to the provisions of Section 2.09, each Fixed Rate Loan shall bear interest
at a rate per annum (computed on the basis of the actual number of days elapsed
over a year of 360 days) equal to the fixed rate of interest offered by the
Lender making such Loan and accepted by the applicable Borrower pursuant to
Section 2.03.

       

      (d) Interest
on each Loan shall be payable in arrears on each Interest Payment Date
applicable to such Loan except as otherwise provided in this
Agreement.  In the event of any conversion of any Eurocurrency Standby
Loan prior to the end of the current Interest Period therefor, accrued interest
on such Loan shall be payable on the effective date of such
conversion.  The applicable LIBO Rate, EURIBO Rate or Alternate Base
Rate for each Interest Period or day within an Interest Period, as the case may
be, shall be determined by the Administrative Agent, and such determination
shall be conclusive absent manifest error.

       

      SECTION
2.09. Default
Interest.  If any Borrower shall default in the payment of the
principal of or interest on any Loan or any other amount becoming due hereunder,
whether by scheduled maturity, notice of prepayment, acceleration or otherwise,
such Borrower shall on demand from time to time from the Administrative Agent
pay interest, to the extent permitted by law, on such defaulted amount up to
(but not including) the date of actual payment (after as well as before
judgment) at a rate per annum 

      
        
          
          

        

        
          35

          
            

          

        

        
          
          

        

      

      (computed
on the basis of the actual number of days elapsed over a year of 360 days)
equal to the Alternate Base Rate plus 2% per annum (or, in the case of the
principal of any Loan, if higher, the rate of interest otherwise applicable, or
most recently applicable, to such Loan hereunder plus 2% per
annum).

       

      SECTION
2.10. Alternate Rate of
Interest.  (a) In the event, and on each occasion, that on the
day two Business Days prior to the commencement of any Interest Period for a
Eurocurrency Borrowing of any Type the Administrative Agent shall have
determined that Dollar deposits or deposits in the Alternative Currency in which
such Borrowing is to be denominated in the principal amounts of the Loans
comprising such Borrowing are not generally available in the London interbank
market, or that reasonable means do not exist for ascertaining the LIBO Rate or
EURIBO Rate, the Administrative Agent shall, as soon as practicable thereafter,
give written or telecopy notice of such determination to the applicable Borrower
and the Lenders and, until the Administrative Agent shall have advised the
applicable Borrower and the Lenders that the circumstances giving rise to such
notice no longer exist, (i) any request by a Borrower for a Eurocurrency
Competitive Borrowing pursuant to Section 2.03 shall be of no force or
effect and shall be denied by the Administrative Agent, (ii) any request by
a Borrower for a Eurocurrency Standby Borrowing of the affected Type or in the
affected currency shall be deemed to be a request for an ABR Borrowing
denominated in Dollars and (iii) any Interest Election Request that
requests the conversion of any Standby Borrowing to, or continuation of any
Standby Borrowing as, a Eurocurrency Borrowing shall be ineffective, and unless
repaid such Borrowing shall be converted to or continued on the last day of the
Interest Period applicable thereto (A) if such Borrowing is denominated in
Dollars, as an ABR Borrowing, or (B) if such Borrowing is denominated in
any Alternative Currency, as a Borrowing bearing interest at such rate as the
Administrative Agent shall determine adequately and fairly reflects the cost to
the affected Lenders (or Lender) of making or maintaining their Loans (or its
Loan) included in such Borrowing for such Interest Period plus the Applicable
Margin.

       

      (b) In the
event, and on each occasion, that on the day two Business Days prior to the
commencement of any Interest Period for a Eurocurrency Borrowing of any Type the
Administrative Agent shall have been advised by the Required Lenders that the
rates at which Dollar deposits or deposits in the Alternative Currency in which
such Borrowing is to be denominated in the principal amounts of the Loans
comprising such Borrowing are being offered will not adequately and fairly
reflect the cost to such Lenders of making or maintaining Eurocurrency Loans
during such Interest Period, the Administrative Agent, may in consultation with
the affected Lenders, give written or telecopy notice of such determination to
the 

      
        
          
          

        

        
          36

          
            

          

        

        
          
          

        

      

      Company,
the applicable Borrower and the Lenders and until the Administrative Agent shall
have advised the Company, the applicable Borrower and the Lenders that the
circumstances giving rise to such notice no longer exist, (i) any request
by a Borrower for a Eurocurrency Competitive Borrowing pursuant to
Section 2.03 may be denied by the Administrative Agent, (ii) any
request by a Borrower for a Eurocurrency Standby Borrowing of the affected Type
or in the affected currency may deemed to be a request for an ABR Borrowing
denominated in Dollars and (iii) any Interest Election Request that
requests the conversion of any Standby Borrowing to, or continuation of any
Standby Borrowing as, a Eurocurrency Borrowing may be deemed ineffective, and
unless repaid such Borrowing may be converted to or continued on the last day of
the Interest Period applicable thereto (A) if such Borrowing is denominated
in Dollars, as an ABR Borrowing, or (B) if such Borrowing is denominated in
any Alternative Currency, as a Borrowing bearing interest at such rate as the
Administrative Agent shall determine adequately and fairly reflects the cost to
the Lenders of making or maintaining their Loans included in such Borrowing for
such Interest Period, as notified to the Company no later than one Business Day
prior to the last day of such applicable Interest Period, plus the Applicable
Margin.

       

      Each
determination by the Administrative Agent under this Section 2.10 shall be
conclusive absent manifest error.

       

      SECTION
2.11. Termination and Reduction of
Commitments.  (a)Unless previously terminated, the Commitments
shall terminate on the Termination Date.

       

      (b) Upon at
least three Business Days’ prior irrevocable written or telecopy notice to the
Administrative Agent, the Company (on behalf of all the Borrowers) may at any
time in whole permanently terminate, or from time to time in part permanently
reduce, the Total Commitment; provided, however, that
(i) each partial reduction of the Total Commitment shall be in an integral
multiple of $1,000,000 and in a minimum principal amount of $5,000,000 and
(ii) no such termination or reduction shall be made which would reduce the
Total Commitment to an amount less than the aggregate outstanding principal
amount (or Assigned Dollar Value, in the case of Loans denominated in
Alternative Currencies) of the Competitive Loans and Standby
Loans.  Notwithstanding the foregoing, as long as no Default or Event
of Default is continuing, the Company may terminate the unused amount of the
Commitment of a Defaulting Lender upon not less than 10 Business Days’ prior
notice to the Administrative Agent (which will promptly notify the Lenders
thereof), it being understood that such termination will not be deemed to be a
waiver or release of any claim any of the Borrowers or the Administrative Agent
may have against such Defaulting Lender.

      
        
          
          

        

        
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      (c) Subject
to the last sentence of Section 2.11(b), reduction in the Total Commitment
hereunder shall be made ratably among the Lenders in accordance with their
respective Commitments.  Subject to the last sentence of Section
2.06(a), the Company shall pay to the Administrative Agent for the account of
the Lenders, on the date of each termination or reduction, the Commitment Fees
on the amount of the Commitments so terminated or reduced accrued to but not
including the date of such termination or reduction.

       

      (d) A
Commitment terminated or reduced under this Section 2.11 may not be
reinstated.

       

      SECTION
2.12. Prepayment.  (a)  Each
Borrower shall have the right at any time and from time to time to prepay any
Standby Borrowing, in whole or in part, upon giving written or telecopy notice
(or telephone notice promptly confirmed by written or telecopy notice) to the
Administrative Agent: (i) in the case of Eurocurrency Loans before 11:00
a.m., New York City time, three Business Days prior to prepayment and
(ii) in the case of ABR Loans, before 11:00 a.m., New York City time, one
Business Day prior to prepayment; provided, however, that each
partial prepayment shall be in an amount which is an integral multiple of
$1,000,000 and not less than $5,000,000.  The Borrowers shall not have
the right to prepay any Competitive Borrowing.

       

      (b) If the
sum of (i) the aggregate Committed Credit Exposure of all the Lenders and
(ii) the outstanding aggregate principal amount or Assigned Dollar Value of
all Competitive Loans made by all the Lenders shall at any time exceed the Total
Commitment, then (A) on the last day of any Interest Period for any
Eurocurrency Standby Borrowing and (B) on any other date in the event any
ABR Borrowing shall be outstanding, the Borrowers shall prepay Standby Loans in
an amount equal to the lesser of (x) the amount necessary to eliminate such
excess (after giving effect to any other prepayment of Loans on such day) and
(y) the amount of the applicable Borrowings referred to in clause (i)
or (ii), as applicable.  If, on any date, the sum of (1) the
aggregate Committed Credit Exposure of all the Lenders and (2) the
outstanding aggregate principal amount or Assigned Dollar Value of all
Competitive Loans made by all the Lenders shall exceed 105% of the Total
Commitment, then the Borrowers shall, not later than the third Business Day
following the date notice of such excess is received from the Administrative
Agent, prepay one or more Standby Borrowings in an aggregate principal amount
sufficient to eliminate such excess.

       

      (c) On the
date of any termination or reduction of the Commitments pursuant to
Section 2.11(b), the Company shall (or shall cause each responsible
Borrower to) pay or prepay so much of the Standby Borrowings as shall be
necessary in order that the aggregate outstanding principal amount of all Loans
will not exceed the Total Commitment after giving effect to such termination or
reduction.

      
        
          
          

        

        
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      (d) Each
notice of prepayment under this Section 2.12 shall specify the prepayment
date and the principal amount of each Borrowing (or portion thereof) to be
prepaid, shall be irrevocable and shall commit the applicable Borrower to prepay
such Borrowing (or portion thereof) by the amount stated therein on the date
stated therein.  All prepayments under this Section 2.12 shall be
subject to Section 2.15 but otherwise without premium or
penalty.

       

      SECTION
2.13. Reserve Requirements: Change
in Circumstances.  (a)  Notwithstanding any other
provision herein, if after the date of this Agreement any change in applicable
law or regulation or in the interpretation or administration thereof by any
governmental authority charged with the interpretation or administration thereof
(whether or not having the force of law) shall change the basis of taxation of
payments to any Lender (or any lending office of any Lender) of the principal of
or interest on any Eurocurrency Loan or Fixed Rate Loan made by such Lender or
any Fees or other amounts payable hereunder (other than changes in respect of
taxes imposed on the overall net income of such Lender by the jurisdiction in
which such Lender has its principal office or by any political subdivision or
taxing authority therein), or shall impose, modify or deem applicable any
reserve, special deposit or similar requirement against assets of, deposits with
or for the account of or credit extended by such Lender (or any lending office
of such Lender), or shall impose on such Lender or the London interbank market
any other condition affecting this Agreement or any Eurocurrency Loan or Fixed
Rate Loan made by such Lender, and the result of any of the foregoing shall be
to increase the cost to such Lender of making or maintaining any Eurocurrency
Loan or Fixed Rate Loan or to reduce the amount of any sum received or
receivable by such Lender hereunder (whether of principal, interest or
otherwise) by an amount deemed by such Lender to be material, then the Company
shall (or shall cause the Borrowers to) pay to such Lender upon demand such
additional amount or amounts as will compensate such Lender for such additional
costs incurred or reduction suffered.  Notwithstanding the foregoing,
no Lender shall be entitled to request compensation under this paragraph with
respect to any Competitive Loan if it shall have been aware of the change giving
rise to such request at the time of submission of the Competitive Bid pursuant
to which such Competitive Loan shall have been made.

       

      (b) If any
Lender shall have determined that any change after the date hereof in the
applicability of any law, rule, regulation or guideline adopted pursuant to or
arising out of the July 1988 report of the Basel Committee on Banking
Regulations and Supervisory Practices entitled 

      
        
          
          

        

        
          39

          
            

          

        

        
          
          

        

      

      “International
Convergence of Capital Measurement and Capital Standards”, or the adoption after
the date hereof of any other law, rule, regulation or guideline regarding
capital adequacy, or any change in any of the foregoing or in the interpretation
or administration of any of the foregoing by any governmental authority, central
bank or comparable agency charged with the interpretation or administration
thereof, or compliance by any Lender (or any lending office of such Lender) or
any Lender’s holding company with any request or directive regarding capital
adequacy (whether or not having the force of law) of any such authority, central
bank or comparable agency, has or would have the effect of reducing the rate of
return on such Lender’s capital or on the capital of such Lender’s holding
company, if any, as a consequence of this Agreement or the Loans made by such
Lender pursuant hereto to a level below that which such Lender or such Lender’s
holding company could have achieved but for such applicability, adoption, change
or compliance (taking into consideration such Lender’s policies and the policies
of such Lender’s holding company with respect to capital adequacy) by an amount
deemed by such Lender to be material, then from time to time the Company shall
(or shall cause the responsible Borrower to) pay to such Lender such additional
amount or amounts as will compensate such Lender or such Lender’s holding
company for any such reduction suffered.

       

      (c) A
certificate of a Lender setting forth such amount or amounts as shall be
necessary to compensate such Lender as specified in paragraph (a) or
(b) above, as the case may be, shall be delivered to the Company and shall
be conclusive absent manifest error.  The Company shall (or shall
cause the responsible Borrower to) pay each Lender the amount shown as due on
any such certificate delivered by it within 10 days after the receipt of
the same.

       

      (d) Except as
provided below in this paragraph (d), failure on the part of any Lender to
demand compensation for any increased costs or reduction in amounts received or
receivable or reduction in return on capital with respect to any period shall
not constitute a waiver of such Lender’s right to demand compensation with
respect to such period or any other period.  The protection of this
Section shall be available to each Lender regardless of any possible contention
of the invalidity or inapplicability of the law, rule, regulation, guideline or
other change or condition which shall have occurred or been
imposed.  No Lender shall be entitled to compensation under this
Section 2.13 for any costs incurred or reductions suffered with respect to
any date unless it shall have notified the Company that it will demand
compensation for such costs or reductions not more than 60 days after the
later of (i) such date and (ii) the date on which it shall have, or
should have, become aware of such costs or reductions.

      
        
          
          

        

        
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      SECTION
2.14. Change in
Legality.  (a)  Notwithstanding any other provision
herein, if, after the date hereof, (i) any change in any law or regulation
or in the interpretation thereof by any Governmental Authority charged with the
administration or interpretation thereof shall make it unlawful for any Lender
to make or maintain any Eurocurrency Loan or Alternative Currency Loan or to
give effect to its obligations as contemplated hereby with respect to any
Eurocurrency Loan or Alternative Currency Loan, or (ii) there shall have
occurred any change in national or international financial, political or
economic conditions (including the imposition of or any change in exchange
controls) or currency exchange rates which would make it impracticable for any
Lender to make Loans denominated in such Alternative Currency or to any
Borrower, then, by written notice to the Company and to the Administrative
Agent, such Lender may:

       

      (i) declare
that Eurocurrency Loans or Alternative Currency Loans (in the affected currency
or currencies or to the affected Borrower), as the case may be, will not
thereafter (for the duration of such unlawfulness or impracticability) be made
by such Lender hereunder, whereupon such Lender shall not submit a Competitive
Bid in response to a request for such Alternative Currency Loans or Eurocurrency
Competitive Loans and any request by a Borrower for a Eurocurrency Standby
Borrowing or Alternative Currency Borrowing (in the affected currency or
currencies or to the affected Borrower), as the case may be, shall, as to such
Lender only, be deemed a request for an ABR Loan or a Loan denominated in
Dollars, as the case may be, unless such declaration shall be subsequently
withdrawn (or, if a Loan to the requesting Borrower cannot be made for the
reasons specified above, such request shall be deemed to have been withdrawn);
and

       

      (ii) require
that all outstanding Eurocurrency Loans or Alternative Currency Loans (in the
affected currency or currencies or to the affected Borrower), as the case may
be, made by it be converted to ABR Loans denominated in Dollars in which event
all such Eurocurrency Loans or Alternative Currency Loans (in the affected
currency or currencies or to the affected Borrower) shall be automatically
converted to ABR Loans denominated in Dollars as of the effective date of such
notice as provided in paragraph (b) below.

       

      In the
event any Lender shall exercise its rights under (i) or (ii) above,
all payments and prepayments of principal which would otherwise have been
applied to repay the Eurocurrency Loans or Alternative Currency Loans, as the
case may be, that would have been made by such Lender or the converted
Eurocurrency Loans or Alternative Currency Loans, as the case may be, of such
Lender shall instead be applied to repay the ABR Loans or Loans denominated in
Dollars, as the case may be, made by such Lender in lieu of, or resulting from


      
        
          
          

        

        
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      the
conversion of, such Eurocurrency Loans or Loans denominated in Dollars, as the
case may be.  In the event any Alternative Currency Loan is converted
into a Loan denominated in Dollars pursuant to this Section, (A) the
principal amount of such Loan shall be deemed to be an amount equal to the
Assigned Dollar Value of such Alternative Currency Loan determined based upon
the applicable Spot Exchange Rate as of the Denomination Date for the Borrowing
which includes such Alternative Currency Loan and (B) the applicable
Borrower shall indemnify the Lender of such converted Alternative Currency Loan
against any loss it sustains as a result of such conversion.

       

      (b) For
purposes of this Section 2.14, a notice to the Company by any Lender shall
be effective as to each Eurocurrency Loan, if lawful, on the last day of the
Interest Period currently applicable to such Eurocurrency Loan; in all other
cases such notice shall be effective on the date of receipt by the
Company.

       

      SECTION
2.15. Indemnity.  Each
Borrower shall indemnify each Lender against any loss or reasonable expense
which such Lender may sustain or incur as a consequence of (a) any failure
by such Borrower to fulfill on the date of any borrowing hereunder the
applicable conditions set forth in Article IV, (b) any failure by such
Borrower (other than any such failure caused by a default by such Lender) to
borrow or to convert or continue any Loan hereunder after irrevocable notice of
such borrowing, conversion or continuation has been given pursuant to
Section 2.03 or 2.04, (c) any payment, prepayment, conversion or
transfer of a Eurocurrency Loan or Fixed Rate Loan required by any other
provision of this Agreement or otherwise made or deemed made on a date other
than the last day of the Interest Period applicable thereto, (d) any
default in payment or prepayment of the principal amount of any Loan or any part
thereof or interest accrued thereon, as and when due and payable (at the due
date thereof, whether by scheduled maturity, acceleration, irrevocable notice of
prepayment or otherwise) or (e) the assignment of any Eurocurrency Loan
other than on the last day of an Interest Period therefor as a result of a
request by the Company pursuant to Section 2.20(b), including, in each such
case, any loss or reasonable expense sustained or incurred or to be sustained or
incurred in liquidating or employing deposits from third parties acquired to
effect or maintain such Loan or any part thereof as a Eurocurrency Loan or Fixed
Rate Loan but excluding any loss of profit or anticipated profit such as the
Applicable Margin.  Such loss or reasonable expense shall include an
amount equal to the excess, if any, as reasonably determined by such Lender, of
(i) its cost of obtaining the funds for the Loan being paid, prepaid,
converted, transferred or not borrowed (assumed to be the LIBO Rate or, in the
case of a Fixed Rate Loan, the fixed rate of interest applicable thereto) for
the period from the date of such payment, prepayment, conversion, transfer or
failure to borrow to the last day of the Interest Period for such Loan (or, in
the case of a 

      
        
          
          

        

        
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      failure
to borrow, convert or continue, the Interest Period for such Loan which would
have commenced on the date of such failure) over (ii) the amount of
interest (as reasonably determined by such Lender) that would be realized by
such Lender in reemploying the funds so paid, prepaid, converted, transferred or
not borrowed for such period or Interest Period, as the case may
be.  A certificate of any Lender setting forth any amount or amounts
which such Lender is entitled to receive pursuant to this Section shall be
delivered to the Company and shall be conclusive absent manifest
error.

       

      SECTION
2.16. Pro Rata
Treatment.  Except as required under Section 2.14, each
Standby Borrowing, each payment or prepayment of principal of any Standby
Borrowing, each payment of interest on the Standby Loans, each payment of the
Commitment Fees, each reduction of the Commitments and each conversion of any
Borrowing into, or continuation of, a Standby Borrowing of any Type, shall be
allocated pro rata among the Lenders in accordance with their respective
Commitments (or, if such Commitments shall have expired or been terminated, in
accordance with the respective principal amounts of their outstanding Standby
Loans).  Each payment of principal of any Competitive Borrowing shall
be allocated pro rata among the Lenders participating in such Borrowing in
accordance with the respective principal amounts of their outstanding
Competitive Loans comprising such Borrowing.  Each payment of interest
on any Competitive Borrowing shall be allocated pro rata among the Lenders
participating in such Borrowing in accordance with the respective amounts of
accrued and unpaid interest on their outstanding Competitive Loans comprising
such Borrowing.  For purposes of determining (i) the aggregate
available Commitments of the Lenders at any time and (ii) the available
Commitment of each Lender, each outstanding Competitive Borrowing shall be
deemed to have utilized the Commitments of the Lenders (including those Lenders
which shall not have made Loans as part of such Competitive Borrowing) pro rata
in accordance with such respective Commitments; provided, however, that for
purposes of determining payments of Commitment Fees under Section 2.06, each
outstanding Competitive Borrowing shall be deemed to have utilized the
Commitments of only the Lenders that have made Competitive Loans comprising such
Competitive Borrowing (it being understood that the Commitment of Lenders which
shall not have made Loans as part of such Competitive Borrowing shall not be
deemed utilized as a result of such Competitive Borrowing).  Each
Lender agrees that in computing such Lender’s portion of any Borrowing to be
made hereunder, the Administrative Agent may, in its discretion, round each
Lender’s percentage of such Borrowing to the next higher or lower whole Dollar
(or comparable unit of any applicable Alternative Currency) amount.

       

      SECTION
2.17. Sharing of
Setoffs.  Each Lender agrees that if it shall, through the
exercise of a right of banker’s lien, setoff or counterclaim 

      
        
          
          

        

        
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      against
any Borrower, or pursuant to a secured claim under Section 506 of Title 11
of the United States Code or other security or interest arising from, or in lieu
of, such secured claim, received by such Lender under any applicable bankruptcy,
insolvency or other similar law or otherwise, or by any other means, obtain
payment (voluntary or involuntary) in respect of any Standby Loan or Standby
Loans as a result of which the unpaid principal portion of its Standby Loans
shall be proportionately less than the unpaid principal portion of the Standby
Loans of any other Lender, it shall be deemed simultaneously to have purchased
from such other Lender at face value, and shall promptly pay to such other
Lender the purchase price for, a participation in the Standby Loans of such
other Lender, so that the aggregate unpaid principal amount of the Standby Loans
and participations in the Standby Loans held by each Lender shall be in the same
proportion to the aggregate unpaid principal amount of all Standby Loans then
outstanding as the principal amount of its Standby Loans prior to such exercise
of banker’s lien, setoff or counterclaim or other event was to the principal
amount of all Standby Loans outstanding prior to such exercise of banker’s lien,
setoff or counterclaim or other event; provided, however, that, if any
such purchase or purchases or adjustments shall be made pursuant to this
Section 2.17 and the payment giving rise thereto shall thereafter be
recovered, such purchase or purchases or adjustments shall be rescinded to the
extent of such recovery and the purchase price or prices or adjustment restored
without interest.  Each Borrower expressly consents to the foregoing
arrangements and agrees that any Lender holding a participation in a Standby
Loan deemed to have been so purchased may exercise any and all rights of
banker’s lien, setoff or counterclaim with respect to any and all moneys owing
by such Borrower to such Lender by reason thereof as fully as if such Lender had
made a Standby Loan directly to such Borrower in the amount of such
participation.

       

      SECTION
2.18. Payments.  (a)  Each
Borrower shall make each payment (including principal of or interest on any
Borrowing or any Fees or other amounts) hereunder and under each other Loan
Document not later than 12:00 noon, local time at the place of payment, on the
date when due in immediately available funds.  Each such payment shall
be made to the Administrative Agent’s Office.  Each such payment
(other than principal of and interest on Alternative Currency Loans, which shall
be made in the applicable Alternative Currency) shall be made in
Dollars.  Each such payment will be made without setoff, counterclaim
or other deduction.

       

      (b) Whenever
any payment (including principal of or interest on any Borrowing or any Fees or
other amounts) hereunder or under any other Loan Document shall become due, or
otherwise would occur, on a day that is not a Business Day, such payment may be
made on the next succeeding Business Day, and such extension of time shall in
such case be included in the computation of interest or Fees, if
applicable.

      
        
          
          

        

        
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      SECTION
2.19. Taxes.  (a)  Any
and all payments by or on account of any obligation of each Borrower to or for
the account of any Lender or the Administrative Agent hereunder shall be made,
in accordance with Section 2.18, free and clear of and without deduction
for any and all current or future taxes, levies, imposts, deductions,
assessments, duties, fees, withholdings or other charge of whatever nature now
or hereafter imposed, and all liabilities with respect thereto, including any
interest, additions to tax or penalties applicable thereto, but excluding
(i) income taxes imposed on the net income of the Administrative Agent or
any Lender (or any transferee or assignee thereof, including a participation
holder (any such individual or entity, a “Transferee”)),
franchise and gross margin taxes imposed in lieu of tax on the net income of the
Administrative Agent or any Lender (or Transferee), in each case by the
jurisdiction under the laws of which the Administrative Agent or such Lender (or
Transferee) is organized, domiciled, resident or doing business or any political
subdivision thereof and, in the case of any Lender (or Transferee), by the
jurisdiction in which its applicable lending office is located, and
(ii) any branch profits tax imposed by the United States or any similar tax
imposed by any other jurisdiction described in clause (i) above on any
Lender, any Transferee or the Administrative Agent (all such nonexcluded taxes,
levies, imposts, deductions, assessments, duties, fees, withholdings, other
charges and liabilities, interest, additions to tax and penalties, collectively
or individually, “Taxes”).  If
any Borrower shall be required to deduct any Taxes from or in respect of any sum
payable hereunder to any Lender (or any Transferee) or the Administrative Agent,
(i) the sum payable by such Borrower or any guarantor thereof shall be
increased by the amount (an “additional amount”)
necessary so that after making all required deductions (including deductions
applicable to additional sums payable under this Section 2.19) such Lender
(or Transferee) or the Administrative Agent (as the case may be) shall receive
an amount equal to the sum it would have received had no such deductions been
made, (ii) each Borrower (or any guarantor making such payments) shall make
such deductions and (iii) each Borrower (or any guarantor making such
deductions) shall pay the full amount deducted to the relevant Governmental
Authority in accordance with applicable law; provided that the
Administrative Agent may make such deductions and pay the full amount deducted
to the relevant Governmental Authority in accordance with applicable law on
behalf of any Borrower (or any guarantor making such payments).

       

      (b) In
addition, each Borrower agrees to bear and to pay to the relevant Governmental
Authority in accordance with applicable law any current or future recording,
stamp, documentary, excise, transfer, sales, property or similar taxes, charges
or levies that arise from any payment made hereunder or under any other Loan
Document or from the execution, delivery or registration of, enforcement of, or
otherwise with respect to, this Agreement or any other Loan Document (“Other
Taxes”).

      
        
          
          

        

        
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      (c) The
Borrowers will indemnify each Lender (or Transferee) and the Administrative
Agent, within 10 days after written demand therefor, for the full amount of
Taxes and Other Taxes paid by such Lender (or Transferee) or the Administrative
Agent, as the case may be, on or with respect to any payment by or on account of
any obligation of any Borrower hereunder or under any other Loan Document
(including Taxes or Other Taxes imposed or asserted on or attributable to
amounts payable under this Section) and any liability and any penalties,
interest and expenses (including reasonable attorney’s fees and expenses)
arising therefrom or with respect thereto, whether or not such Taxes or Other
Taxes were correctly or legally asserted by the relevant Governmental Authority
except if incurred primarily as a result of the gross negligence or willful
misconduct of the recipient.  A certificate as to the amount of such
payment or liability prepared by the Administrative Agent, a Lender, or the
Administrative Agent on its behalf, absent manifest error, shall be final,
conclusive and binding for all purposes.

       

      (d) If a
Lender (or Transferee) or the Administrative Agent shall become aware that it is
entitled to claim a refund from a Governmental Authority in respect of Taxes or
Other Taxes as to which it has been indemnified by a Borrower, or with respect
to which any Borrower has paid additional amounts, pursuant to this
Section 2.19, it shall promptly notify the Company of the availability of
such refund claim and shall, within 30 days after receipt of a request by
the Company, make a claim to such Governmental Authority for such refund at the
Company’s expense.  If a Lender (or Transferee) or the Administrative
Agent receives a refund (including pursuant to a claim for refund made pursuant
to the preceding sentence) in respect of any Taxes or Other Taxes as to which it
has been indemnified by a Borrower or with respect to which any Borrower has
paid additional amounts, in either case, pursuant to this Section 2.19, it
shall within 30 days from the date of such receipt pay over such refund to
the Company on behalf of the relevant Borrower (but only to the extent of
indemnity payments made, or additional amounts paid, by such Borrower under this
Section 2.19 with respect to the Taxes or Other Taxes giving rise to such
refund), net of withholding taxes applicable to such payment and all
out-of-pocket expenses of such Lender (or Transferee) or the Administrative
Agent and without interest (other than interest paid by the relevant
Governmental Authority with respect to such refund); provided, however, that the
Company, upon the request of such Lender (or Transferee) or the Administrative
Agent, agrees to (or to cause the responsible Borrower to) repay the amount paid
over to the Company (plus penalties, interest or other charges imposed by the
relevant Governmental Authority) to such Lender (or Transferee) or the
Administrative Agent in the event such Lender (or Transferee) or the
Administrative Agent is required to repay such refund (or portion thereof) to
such Governmental Authority.

      
        
          
          

        

        
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      (e) As soon
as practicable after the date of any payment of Taxes or Other Taxes by any
Borrower to the relevant Governmental Authority, the Company will deliver to the
Administrative Agent, at its address referred to in Section 10.01, the
original or a certified copy of a receipt issued by such Governmental Authority
evidencing payment of the full amount thereof.

       

      (f) Without
prejudice to the survival of any other agreement contained herein, the
agreements and obligations contained in this Section 2.19 shall survive the
payment in full of the principal of and interest on all Loans made
hereunder.

       

      (g) Each
Lender (or Transferee) or other person entitled to the benefit of this
Section 2.19 that is organized under the laws of a jurisdiction other than
the United States, any State thereof or the District of Columbia (a “Non-U.S. Lender”)
shall deliver to the Company and the Administrative Agent two copies of either
United States Internal Revenue Service Form W-8BEN or Form W-8ECI (or
successor form), or, in the case of a Non-U.S. Lender claiming exemption from
U.S. Federal withholding tax under Section 871(h) or 881(c) of the Code
with respect to payments of “portfolio interest”, a Form W-8BEN, or any
subsequent versions thereof or successors thereto (and, if such Non-U.S. Lender
delivers a Form W-8BEN, a certificate representing that such Non-U.S.
Lender is not a bank for purposes of Section 881(c) of the Code, is not a
10-percent shareholder (within the meaning of Section 871(h)(3)(B) of the
Code) of the Company and is not a controlled foreign corporation related to the
Company (within the meaning of Section 864(d)(4) of the Code)), properly
completed and duly executed by such Non-U.S. Lender claiming complete exemption
from, or reduced rate of, U.S. Federal withholding tax on payments under this
Agreement and the other Loan Documents by any Borrower that is a United States
person within the meaning of Section 7701(a)(30) of the Code (a “U.S.
Borrower”).  Such forms shall be delivered by each Non-U.S.
Lender on or before the date it becomes a party to this Agreement (or, in the
case of a Transferee that is a participation holder, on or before the date such
participation holder becomes a Transferee hereunder) and on or before the date,
if any, such Non-U.S. Lender changes its applicable lending office by
designating a different lending office (a “New Lending Office”).  In
addition, each Non-U.S. Lender shall deliver such forms promptly upon the
obsolescence or invalidity of any form previously delivered by such Non-U.S.
Lender.  Notwithstanding any other provision of this
Section 2.19(g), a Non-U.S. Lender shall not be required to deliver any
form pursuant to this Section 2.19(g) that such Non-U.S. Lender is not
legally able to deliver.

      
        
          
          

        

        
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      (h) No U.S.
Borrower shall be required to indemnify any Non-U.S. Lender, or to pay any
additional amounts to any Non-U.S. Lender, in respect of United States Federal
withholding tax pursuant to paragraph (a) or (c) above to the extent
that (i) the obligation to withhold amounts with respect to United States
Federal withholding tax existed on the date such Non-U.S. Lender became a party
to this Agreement (or, in the case of a Transferee that is a participation
holder, on the date such participation holder became a Transferee hereunder) or,
with respect to payments to a New Lending Office, the date such Non-U.S. Lender
designated such New Lending Office with respect to a Loan; provided, however, that this
clause (i) shall not apply to any Transferee or New Lending Office that
becomes a Transferee or New Lending Office as a result of an assignment,
participation, transfer or designation made at the request of the Company; and
provided
further, however, that this
clause (i) shall not apply to the extent the indemnity payment or
additional amounts any Transferee, or Lender (or Transferee) through a New
Lending Office, would be entitled to receive (without regard to this
clause (i)) do not exceed the indemnity payment or additional amounts that
the person making the assignment, participation or transfer to such Transferee,
or Lender (or Transferee) making the designation of such New Lending Office,
would have been entitled to receive in the absence of such assignment,
participation, transfer or designation or (ii) the obligation to pay such
additional amounts would not have arisen but for a failure by such Non-U.S.
Lender to comply with the provisions of paragraph (g) above, except as a
result of a change in applicable law after the date such Lender became a party
to this Agreement, or in the case of a participant, after the date such
participant purchased the related participation interest.

       

      (i) Any
Lender (or Transferee) claiming any indemnity payment or additional amounts
payable pursuant to this Section 2.19 shall use reasonable efforts
(consistent with legal and regulatory restrictions) to file any certificate or
document reasonably requested in writing by the Company or to change the
jurisdiction of its applicable lending office if the making of such a filing or
change would avoid the need for or reduce the amount of any such indemnity
payment or additional amounts that may thereafter accrue and would not, in the
sole determination of such Lender (or Transferee), be otherwise disadvantageous
to such Lender (or Transferee).

       

      (j) Nothing
contained in this Section 2.19 shall require any Lender (or Transferee) or
the Administrative Agent to make available any of its tax returns (or any other
information that it deems to be confidential or proprietary).

       

      (k) Each
Lender (or Transferee) and other person entitled to the benefits of this
Section 2.19 that is neither a Non-U.S. Lender nor an “exempt recipient,”
within the meaning of Treasury Regulations section 1.6049-4(c),


      
        
          
          

        

        
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      shall
provide the Company and the Administrative Agent two properly completed and
executed original copies of Internal Revenue Service Form W-9 (or any successor
form).  Such form shall be delivered on or before the date such Lender
or other person becomes a party to this Agreement (or, in the case of a
Transferee that is a participation holder, on or before the date such
participation holder becomes a Transferee hereunder).

       

      SECTION
2.20. Assignment of Commitments
Under Certain Circumstances.  (a) Any Lender (or Transferee)
claiming any additional amounts payable pursuant to Section 2.13,
Section 2.19 or Section 2.22 shall use reasonable efforts (consistent
with legal and regulatory restrictions) to file any certificate or document
requested by the Company or to change the jurisdiction of its applicable lending
office if the making of such a filing or change would avoid the need for or
reduce the amount of any such additional amounts which may thereafter accrue and
would not, in the judgment of such Lender, be otherwise disadvantageous to such
Lender (or Transferee).

       

      (b) In the
event that any Lender shall have delivered a notice or certificate pursuant to
Section 2.13 or 2.14, or the Borrowers shall be required to make additional
payments to any Lender under Section 2.19 or Section 2.22, the Company
shall have the right, at its own expense, upon notice to such Lender and the
Administrative Agent, to require such Lender to transfer and assign without
recourse (in accordance with and subject to the restrictions contained in
Section 10.04) all its interests, rights and obligations under this
Agreement to another financial institution acceptable to the Administrative
Agent which shall assume such obligations; provided that
(i) no such assignment shall conflict with any law, rule or regulation or
order of any Governmental Authority, (ii) no Event of Default shall have
occurred and be continuing and (iii) the Company or the assignee, as the
case may be, shall pay to the affected Lender in immediately available funds on
the date of such assignment the principal of and interest accrued to the date of
payment on the Loans made by it hereunder and all other amounts accrued for its
account or owed to it hereunder.

       

      SECTION
2.21. Borrowings by Approved
Borrowers.  The Company may, at any time or from time to time,
designate one or more wholly owned Subsidiaries as Borrowers hereunder by
furnishing to the Administrative Agent a letter (a “Designation Letter”)
substantially in the form of Exhibit F-l
hereto, duly completed and executed by the Company and such Subsidiary,
whereupon each Subsidiary so designated shall become an Approved
Borrower.  As soon as practicable upon receipt of any such Designation
Letter, the Administrative Agent shall send a copy thereof to each
Lender.  There may be no more than ten Approved Borrowers at any one
time.  So long as all principal and interest on all Loans of any
Approved Borrower have been paid in full, the Company may terminate an Approved


      
        
          
          

        

        
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      Borrower’s
status as an Approved Borrower by furnishing to the Administrative Agent a
letter (a “Termination
Letter”), substantially in the form of Exhibit F-2
hereto, duly completed and executed by the Company and such Approved
Borrower.  Any Termination Letter furnished in accordance with this
Section 2.21 shall be effective upon receipt by the Administrative
Agent.  Notwithstanding the foregoing, the delivery of a Termination
Letter with respect to any Approved Borrower shall not affect any obligation of
such Approved Borrower theretofore incurred.  Each Subsidiary set
forth in Schedule 2.21
hereto shall be deemed an Approved Borrower until delivery of a Termination
Letter with respect to such Subsidiary.  Notwithstanding any other
provision herein, no Lender shall be required to make any Loan to an Approved
Borrower if any applicable law or regulation shall make it unlawful for any such
Lender to make or maintain any such Loan.

       

      SECTION
2.22. Additional
Costs.  (a)  If and so long as any Lender is required
to make special deposits with the Bank of England, to maintain reserve asset
ratios or to pay fees, in each case in respect of such Lender’s Eurocurrency
Loans in any Alternative Currency, such Lender may require the relevant Borrower
to pay, contemporaneously with each payment of interest on each of such Loans,
additional interest on such Loan at a rate per annum equal to the Mandatory
Costs Rate calculated in accordance with the formula and in the manner set forth
in Exhibit D
hereto.

       

      (b) If and so
long as any Lender is required to comply with reserve assets, liquidity, cash
margin or other requirements of any monetary or other authority (including any
such requirement imposed by the European Central Bank or the European System of
Central Banks, but excluding requirements reflected in the Statutory Reserve
Rate or the Mandatory Costs Rate) in respect of any of such Lender’s
Eurocurrency Loans in any Alternative Currency, such Lender may require the
relevant Borrower to pay, contemporaneously with each payment of interest on
each of such Lender’s Eurocurrency Loans subject to such requirements,
additional interest on such Loan at a rate per annum specified by such Lender to
be the cost to such Lender of complying with such requirements in relation to
such Loan.

       

      (c) Any
additional interest owed pursuant to paragraph (a) or (b) above shall
be determined by the relevant Lender, which determination shall be conclusive
absent manifest error, and notified to the relevant Borrower (with a copy to the
Administrative Agent) at least five Business Days before each date on which
interest is payable for the relevant Loan, and such additional interest so
notified to the relevant Borrower by such Lender shall be payable to the
Administrative Agent for the account of such Lender on each date on which
interest is payable for such Loan.

      
        
          
          

        

        
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      (d) If the
cost to any Lender of making or maintaining any Loan to any Borrower is
increased (or the amount of any sum received or receivable by any Lender (or its
applicable lending office) is reduced) by an amount deemed in good faith by such
Lender to be material, by reason of the fact that such Borrower is incorporated
in, or conducts business in, a jurisdiction outside the United States of
America, such Borrower shall indemnify such Lender for such increased cost or
reduction within 15 days after demand by such Lender (with a copy to the
Administrative Agent).  A certificate of such Lender claiming
compensation under this paragraph and setting forth the additional amount or
amounts to be paid to it hereunder (and the basis for the calculation of such
amount or amounts) shall be conclusive in the absence of manifest
error.

       

      SECTION 2.23. Increase in the Aggregate
Commitments.  (a)  The Company may, at any time prior
to the Termination Date (including on the Effective Date), by notice to the
Administrative Agent, request that the aggregate amount of the Commitments be
increased by a minimum amount of $5,000,000 or an integral multiple of
$1,000,000 in excess thereof (each a “Requested Commitment
Increase”), in each case to be effective as of a date that is no later
than 90 days prior to the Termination Date (any date on which the aggregate
Commitments are increased pursuant to this Section 2.23, an “Increase Date”) as
specified in the related notice to the Administrative Agent; provided, however, (i) that on
and immediately following the Increase Date (A) in no event shall the
aggregate amount of the Commitments at any time exceed $700,000,000, and (B) the
representations and warranties set forth in Article III hereof shall be true and
correct in all material respects on and as of the date of the Increase Date with
the same effect as though made on and as of such date, except to the extent such
representations and warranties expressly relate to an earlier date, and (ii) at
the time of and immediately after giving effect to such Commitment Increase, no
Event of Default or Default shall have occurred and be
continuing.  Commitments may be increased pursuant to this Section
2.23 no more than once.

       

      (b) The
Administrative Agent shall promptly notify the Lenders of a request by the
Company for a Requested Commitment Increase, which notice shall include
(i) the proposed amount of the Requested Commitment Increase, (ii) the
proposed Increase Date and (iii) the date which shall be no later than
30 days after the receipt by the Administrative Agent of notice from the
Company pursuant to Section 2.23(a) by which Lenders wishing to participate
in the Requested Commitment Increase must commit to an increase in the amount of
their respective Commitments (such date, the “Commitment
Date”).  Each Lender that is willing to participate in such
Requested Commitment Increase (each an “Increasing Lender”)
shall, in its sole discretion, give written notice to the Administrative Agent
on or prior to the Commitment Date of the amount by which it is willing to
increase its 

      
        
          
          

        

        
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      Commitment
(as to each Increasing Lender, its “Proposed Increase
Amount”).  If the aggregate Proposed Increase Amounts of all
Increasing Lenders exceeds the Requested Commitment Increase, then allocations
among the Increasing Lenders will be based on the ratio of each Increasing
Lender’s Proposed Increase Amount to the aggregate of all Proposed Increase
Amounts.

       

      (c) Promptly
following the Commitment Date, the Administrative Agent shall notify the Company
as to the amount of the aggregate Proposed Increase Amounts.  If the
amount of the aggregate Proposed Increase Amounts is less than the Requested
Commitment Increase, then the Company may extend offers to third party financial
institutions to participate in any portion of the Requested Commitment Increase
that has not been committed to by the Lenders as of the applicable Commitment
Date; provided,
however, that
the Commitment of each such third party financial institution shall be in an
amount equal to or greater than $10,000,000.

       

      (d) On each
Increase Date, (x) each third party financial institution that accepts an offer
to participate in a Requested Commitment Increase in accordance with
Section 2.23 (a “New Lender”) shall
become a Lender party to this Agreement as of such Increase Date, and (y) the
Commitment of each Increasing Lender for such Requested Commitment Increase
shall be increased by the Increasing Lender’s Proposed Increase Amount (or if
less, the amount allocated to such Lender pursuant to the last sentence of
Section 2.23 as of such Increase Date); provided, however, that the
Administrative Agent shall have received on or before such Increase Date the
following, each dated such date:

       

      (i) a Lender
Joinder Agreement substantially in the form of Exhibit G hereto
from each New Lender if any, duly executed by such financial institution, the
Administrative Agent and the Company;

       

      (ii) confirmation
from each Increasing Lender of the increase in the amount of its Commitment in a
writing reasonably satisfactory to the Company and the Administrative Agent;
and

       

      (iii) a
certificate of the Company, dated the Increase Date and signed by a Financial
Officer of the Company, confirming compliance with the conditions precedent set
forth in Section 2.23(a)(i)(B) and (a)(ii) above.

       

      On each
Increase Date, upon fulfillment of the conditions set forth in the immediately
preceding sentence of this Section 2.23, the Administrative Agent shall
notify the Lenders (including, without limitation, each New Lender) and the
Company, at or before 1:00 P.M. (New York City time), by facsimile, of the
occurrence of the Increase Date, the aggregate amount of the Commitment increase
on such date and the aggregate amount of the 

      
        
          
          

        

        
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      Commitments
after giving effect to such increase, to be effected on such Increase Date and
shall record in the Register the relevant information with respect to each
Increasing Lender and each New Lender (if any) on such
date.  Commitments increased pursuant to this Section 2.23 shall be
deemed a “Commitment”.  On each Increase Date, Schedule 2.01 hereto
shall be automatically deemed to be revised to reflect any increases in the
Commitments of the Lenders and any Commitments of New Lenders.  The
Administrative Agent shall distribute a copy of the revised Schedule 2.01 hereto
to the Company and each Lender (including each New Lender) not later than the
fifth Business Day following the applicable Increase Date.

       

      SECTION
2.24. Revolving
Notes.  Any Lender may request that Loans made by it (or its
Commitment) be evidenced by one or more Revolving Notes.  In such
event, the Borrowers shall prepare, execute and deliver to such Lender a
Revolving Note or Revolving Notes (but in any event in an aggregate face amount
not to exceed the Commitment of such Lender) payable to the order of such Lender
or, if requested by such Lender, to such Lender and its registered
assigns.

       

      ARTICLE
III


       

      Representations and
Warranties

       

      Part
A.  Representations and
Warranties of the Company.  The Company represents and warrants
to each of the Lenders that:

       

      SECTION
3.01. Corporate
Existence.  Each of the Company and its Subsidiaries:
(a) is a corporation, partnership or other entity duly organized, validly
existing and in good standing under the laws of the jurisdiction of its
organization; (b) has all requisite corporate or other power, and has all
material governmental licenses, authorizations, consents and approvals necessary
to own its assets and carry on its business as now being or as proposed to be
conducted; and (c) is qualified to do business and is in good standing in
all jurisdictions in which the nature of the business conducted by it makes such
qualification necessary and where failure so to qualify could (either
individually or in the aggregate) have a Material Adverse Effect.

       

      SECTION
3.02. Financial
Condition.  Harsco Corporation has heretofore furnished to each
of the Lenders a consolidated balance sheet of Harsco Corporation and its
Subsidiaries as at December 31, 2008, and the related consolidated
statements of income, cash flows and changes in shareholders’ equity of Harsco
Corporation and its Subsidiaries for the fiscal year ended on such date, with
the opinion thereon of PricewaterhouseCoopers LLP, and the unaudited
consolidated balance sheet of Harsco Corporation and its Subsidiaries as at
September 30, 2009, and the related consolidated statements of income and
cash flows of Harsco Corporation and its Subsidiaries 

      
        
          
          

        

        
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      for the
nine-month period ended on such date.  All such financial statements
present fairly, in all material respects, the consolidated financial condition
of Harsco Corporation and its Subsidiaries as at such dates and the consolidated
results of their operations for the fiscal year and nine-month period ended on
such dates (subject, in the case of the financial statements as at
September 30, 2009, to normal year-end audit adjustments), all in
accordance with generally accepted accounting principles and practices applied
on a consistent basis.  None of Harsco Corporation nor any of its
Subsidiaries has on the date hereof any material contingent liabilities,
liabilities for taxes, unusual forward or long-term commitments or unrealized or
anticipated losses from any unfavorable commitments, except as referred to or
reflected or provided for in the balance sheets as at such dates or the notes
thereto.  Since December 31, 2008, there has been no Material
Adverse Change.

       

      SECTION
3.03. Litigation.  Except
as disclosed in note 10 of the audited annual consolidated financial statements
of Harsco Corporation included in Harsco Corporation’s Form 10-K for the fiscal
year ended December 31, 2008, and in the notes to the unaudited quarterly
consolidated financial statements of Harsco Corporation included in Harsco
Corporation’s Form 10-Q for the fiscal quarter ended September 30, 2009,
filed with the Securities and Exchange Commission, there are no legal or
arbitral proceedings, or any proceedings by or before any Governmental
Authority, now pending or (to the knowledge of the Company) threatened against
the Company or any of its Subsidiaries that is materially likely to be adversely
determined and which, if adversely determined could (either individually or in
the aggregate) have a Material Adverse Effect.

       

      SECTION
3.04. No
Breach.  None of the execution and delivery of this Agreement,
the consummation of the transactions herein contemplated or compliance with the
terms and provisions hereof will conflict with or result in a breach of, or
require any consent under, the charter or by-laws of the Company, or any
applicable law or regulation, or any order, writ, injunction or decree of any
court or Governmental Authority, or any material agreement or instrument to
which the Company or any of its Subsidiaries is a party or by which any of them
or any of their assets or properties is bound or to which any of them is
subject, or constitute a default under any such agreement or
instrument.

       

      SECTION
3.05. Action.  The
Company has all necessary corporate power, authority and legal right to execute,
deliver and perform its obligations under this Agreement; the execution,
delivery and performance by the Company of this Agreement has been duly
authorized by all necessary corporate action on its part (including, without
limitation, any required shareholder approvals); and this Agreement has been
duly and validly executed and delivered by the Company and constitutes its
legal, valid and 

      
        
          
          

        

        
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      binding
obligation, enforceable against the Company in accordance with its terms, except
as such enforceability may be limited by (a) bankruptcy, insolvency,
reorganization, moratorium or similar laws of general applicability affecting
the enforcement of creditors’ rights and (b) the application of general
principles of equity (regardless of whether such enforceability is considered in
a proceeding in equity or at law).

       

      SECTION
3.06. Approvals.  No
authorizations, approvals or consents of, and no filings or registrations with,
any Governmental Authority, or any securities exchange, are necessary for the
execution, delivery or performance by the Company of this Agreement or for the
legality, validity or enforceability hereof.

       

      SECTION
3.07. Use of
Credit.  None of the Company nor any of its Subsidiaries is
engaged principally, or as one of its important activities, in the business of
extending credit for the purpose, whether immediate, incidental or ultimate, of
buying or carrying Margin Stock, and no part of the proceeds of the Loans
hereunder will be used to buy or carry any Margin Stock.

       

      SECTION
3.08. ERISA.  Each
Plan, and, to the knowledge of the Company, each Multiemployer Plan, is in
compliance in all material respects with, and has been administered in all
material respects in compliance with, the applicable provisions of ERISA, the
Code and any other Federal or state law, and, except as previously notified in
writing in a notice to the Administrative Agent (which shall promptly deliver a
copy to each of the Lenders), no event or condition has occurred and is
continuing as to which the Company would be under an obligation to furnish a
report to the Lenders under Section 5.06 hereof.

       

      SECTION
3.09. Taxes.  As
of the date hereof, Harsco Corporation and its Domestic Subsidiaries are members
of an affiliated group of corporations filing a consolidated return for Federal
income tax purposes, of which the Company is the “common parent” (within the
meaning of Section 1504 of the Code) of such group.  To the
knowledge of the Company, the Company and its Subsidiaries have filed all
Federal income tax returns and all other material tax returns that are required
to be filed by them and have paid, accrued or reserved all taxes due pursuant to
such returns or pursuant to any assessment received by the Company or any of its
Subsidiaries in accordance with U.S. generally accepted accounting
principles.  The charges, accruals and reserves on the books of the
Company and its Subsidiaries in respect of taxes and other governmental charges
are, in the opinion of the Company, adequate.  The Company has in the
ordinary course of business given extensions or waivers of the statutes of
limitations relating to payment of U.S. Federal taxes and relating to various
state, local and foreign taxes or impositions, none of which might reasonably be
expected to result in a Material Adverse Effect.

      
        
          
          

        

        
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      SECTION
3.10. Investment Company
Act.  Neither the Company nor any of its Subsidiaries is an
“investment company”, or a company “controlled” by an “investment company”,
within the meaning of the Investment Company Act of 1940, as
amended.

       

      SECTION
3.11. Material Agreements and
Liens.  (a)  Part A of Schedule 3.11
hereto is a complete and correct list, as of the date hereof, of each credit
agreement, loan agreement, indenture, guarantee, letter of credit or other
arrangement providing for or otherwise relating to any Indebtedness or any
extension of credit (or commitment for any extension of credit) to, or
guaranteed by, the Company or any of its Subsidiaries, the aggregate principal
or face amount of which equals or exceeds (or may equal or exceed) $5,000,000,
and the aggregate principal or face amount outstanding or that may become
outstanding under each such arrangement is correctly described in Part A of such
Schedule 3.11
hereto.

       

      (b) Part B of
Schedule 3.11
hereto is a complete and correct list, as of the date hereof, of each Lien
securing Indebtedness of any person, the aggregate principal or face amount of
which equals or exceeds (or may equal or exceed) $5,000,000 and covering any
property of the Company or any of its Subsidiaries, and the aggregate
Indebtedness secured (or that may be secured) by each such Lien and the property
covered by each such Lien is correctly described in Part B of such Schedule 3.11
hereto.

       

      SECTION
3.12. Environmental
Matters.  (a)  Except as disclosed in the notes to
the unaudited quarterly consolidated financial statements of Harsco Corporation
included in Harsco Corporation’s Form 10-Q for the fiscal quarter ended
September 30, 2009, filed with the Securities and Exchange Commission and
except with respect to any other matters that, individually or in the aggregate,
could not reasonably be expected to result in a Material Adverse Effect, neither
the Company nor any of its Subsidiaries (i) has failed to comply with any
Environmental Law or to obtain, maintain or comply with any permit, license or
other approval required under any Environmental Law, (ii) has become
subject to any Environmental Liability, (iii) has received notice of any
claim with respect to any Environmental Liability or (iv) knows of any
basis for any Environmental Liability.

       

      (b) Except as
disclosed in writing to the Administrative Agent (which shall promptly deliver a
copy to each of the Lenders), there has been no change in the status of any
matters relating to compliance with Environmental Laws that are disclosed in the
notes to the unaudited quarterly consolidated financial statements of Harsco
Corporation included in Harsco Corporation’s Form 10-Q for the fiscal quarter
ended September 30, 2009, 

      
        
          
          

        

        
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      filed
with the Securities and Exchange Commission that, individually or in the
aggregate, has resulted in, or materially increased the likelihood of, a
Material Adverse Effect.

       

      SECTION
3.13. Subsidiaries,
etc.  Set forth in Schedule 3.13
hereto is a complete and correct list, as of the date hereof, of all of the
Subsidiaries of the Company, together with, for each such Subsidiary,
(i) the jurisdiction of organization of such Subsidiary, (ii) each
person holding ownership interests in such Subsidiary and (iii) the nature
of the ownership interests held by each such person and the percentage of
ownership of such Subsidiary represented by such ownership
interests.

       

      SECTION
3.14. True and Complete
Disclosure.  The information, reports, financial statements,
exhibits and schedules furnished in writing by or on behalf of the Company to
the Administrative Agent or any Lender in connection with the negotiation,
preparation or delivery of this Agreement or included herein or delivered
pursuant hereto, when taken as a whole, do not contain any untrue statement of
material fact or omit to state any material fact necessary to make the
statements herein or therein, in light of the circumstances under which they
were made, not misleading.  All written information furnished after
the date hereof by the Company and its Subsidiaries to the Administrative Agent
and the Lenders in connection with this Agreement and the transactions
contemplated hereby will be true, complete and accurate in every material
respect, or (in the case of projections) based on reasonable estimates, on the
date as of which such information is stated or certified.  There is no
fact known to the Company that could reasonably be expected to have a Material
Adverse Effect that has not been disclosed herein or in a report, financial
statement, exhibit, schedule, disclosure letter or other writing furnished to
the Lenders (or to the Administrative Agent for distribution to the Lenders) for
use in connection with the transactions contemplated hereby.

       

      Part
B.  Representations and
Warranties of the Approved Borrowers.  Each Approved Borrower
represents and warrants to each of the Lenders as set forth in
Sections 3.15, 3.16, 3.17, 3.18 and 3.19 that:

       

      SECTION
3.15. Corporate Existence of
Approved Borrower.  It and each of its Subsidiaries:
(a) is a corporation, partnership or other entity duly organized, validly
existing and in good standing under the laws of the jurisdiction of its
organization; (b) has all requisite corporate or other power, and has all
material governmental licenses, authorizations, consents and approvals necessary
to own its assets and carry on its business as now being or as proposed to be
conducted; and (c) is qualified to do business and is in good standing in
all jurisdictions in which the nature of the business conducted by it makes such
qualification necessary and where failure so to qualify would have a Material
Adverse Effect.

      
        
          
          

        

        
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      SECTION
3.16. No
Breach.  None of the execution and delivery of its Designation
Letter and this Agreement, the consummation of the transactions therein and
herein contemplated and compliance with the terms and provisions thereof and
hereof will conflict with or result in a breach of, or require any consent
under, the charter or by­laws or other organizational documents of such
Approved Borrower, or any applicable law or regulation, or any order, writ,
injunction or decree of any court or Governmental Authority or agency, or any
material agreement or instrument to which such Approved Borrower or any of its
Subsidiaries is a party or by which any of them or their assets or properties is
bound or to which any of them is subject, or constitute a default under any such
agreement or instrument.

       

      SECTION
3.17. Action.  Such
Approved Borrower has all necessary corporate or other power and authority to
execute, deliver and perform its obligations under its Designation Letter and
this Agreement, and to perform its obligations hereunder and thereunder; the
execution and delivery by such Approved Borrower of its Designation Letter and
the performance by such Approved Borrower hereof and thereof have been duly
authorized by all necessary corporate or other action on its part (including,
without limitation, any required shareholder approvals); and its Designation
Letter, when executed and delivered by such Approved Borrower, will constitute
the legal, valid and binding obligation of such Approved Borrower, enforceable
against such Approved Borrower in accordance with its terms, except as such
enforceability may be limited by (a) bankruptcy, insolvency,
reorganization, moratorium or similar laws of general applicability affecting
the enforcement of creditors’ rights and (b) the application of general
principles of equity (regardless of whether such enforceability is considered in
a proceeding in equity or at law).

       

      SECTION
3.18. Approvals.  No
authorizations, approvals or consents of, and no filings or registrations with,
any Governmental Authority are necessary for the execution, delivery or
performance by such Approved Borrower of its Designation Letter or this
Agreement or for the validity or enforceability thereof.

       

      SECTION
3.19. Taxes on Payments of
Approved Borrowers.  Except as disclosed to the Lenders in
writing prior to the delivery of such Approved Borrower’s Designation Letter,
there is no income, stamp or other tax of any country, or of any taxing
authority thereof or therein, imposed by or in the nature of withholding or
otherwise, which is imposed on any payment to be made by such Approved Borrower
pursuant hereto, or is imposed on or by virtue of the execution, delivery or
enforcement of its Designation Letter or this Agreement.

      
        
          
          

        

        
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      ARTICLE
IV


       

      Conditions of Effectiveness
and Lending

       

      SECTION
4.01. Effective
Date.  The obligations of the Lenders under this Agreement
shall not become effective until the date on which each of the following
conditions shall have been satisfied (or waived in accordance with
Section 10.08):

       

      (a) The
Administrative Agent (or its counsel) shall have received from each party hereto
either (i) a counterpart of this Agreement signed on behalf of such party
or (ii) written evidence satisfactory to the Administrative Agent (which
may include telecopy transmission of a signed signature page of this Agreement)
that such party has signed a counterpart of this Agreement.

       

      (b) The
Administrative Agent shall have received written opinions (each dated as of the
Effective Date and addressed to the Administrative Agent and the Lenders) of
(i) the general counsel of the Company, substantially in the form of Exhibit E-l
hereto and (ii) Jones Day, counsel for the Company, substantially in the
form of Exhibit E-2
hereto.  The Company hereby requests such counsel to deliver such
opinions.

       

      (c) The
Administrative Agent shall have received (i) a copy of the certificate or
articles of incorporation (or such other analogous documents), including all
amendments thereto, of the Company, certified as of a recent date by the
Secretary of State of Delaware, and a certificate as to the good standing of the
Company as of a recent date, from the Secretary of State of Delaware;
(ii) a certificate of the Secretary or Assistant Secretary of the Company
dated the Effective Date certifying (A) that attached thereto is a true and
complete copy of the by-laws of the Company as in effect on the Effective Date
and at all times since a date prior to the date of the resolutions of the
Company described in item (B) below, (B) that attached thereto is a
true and complete copy of resolutions adopted by the Board of Directors of the
Company authorizing the execution, delivery and performance of this Agreement
and the borrowings hereunder by the Company, and that such resolutions have not
been modified, rescinded or amended and are in full force and effect,
(C) that the certificate or articles of incorporation of the Company have
not been amended since the date of the last amendment thereto shown on the
certificate of good standing furnished pursuant to clause (i) above, and
(D) as to the incumbency and specimen signature of each officer of the
Company executing this Agreement or any other document delivered in connection
herewith; (iii) a certificate of another officer of the Company as to the
incumbency and signature of the Secretary or such Assistant Secretary of the
Company executing the certificate pursuant to (ii) above; and
(iv) such other documents as the Lenders or counsel for the Administrative
Agent may reasonably request.

      
        
          
          

        

        
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      (d) The
representations and warranties set forth in Article III hereof are true and
correct on and as of the Effective Date.

       

      (e) No Event
of Default or Default shall have occurred and be continuing on the Effective
Date.

       

      (f) The
Administrative Agent shall have received a certificate of the Company, dated the
Effective Date and signed by a Financial Officer of the Company, confirming
compliance with the conditions precedent set forth in paragraphs (b) and
(c) of Section 4.03.

       

      (g) The
Administrative Agent shall have received reasonably satisfactory written
evidence of (i) the prior or contemporaneous termination of all commitments of
the lenders under (A) the Existing Credit Agreement and (B) the 364-Day
Credit Agreement dated as of November 4, 2008 among the Company, the lenders
named therein and Citibank, N.A., as administrative agent and (ii) the payment
in full of all Indebtedness outstanding under both such credit
facilities.

       

      (h) The
Administrative Agent shall have received all fees and other amounts due and
payable to the Administrative Agent or the Lenders on or prior to such
date.

       

      The
Administrative Agent shall notify the Company and the Lenders of the Effective
Date, and such notice shall be conclusive and
binding.  Notwithstanding the foregoing and any other provision herein
to the contrary, the obligations of the Lenders to make Loans to any Borrower
hereunder shall not become effective unless each of the foregoing conditions is
satisfied (or waived pursuant to Section 10.08) at or prior to 2:00 p.m.,
New York City time, on December 20, 2009 (and, in the event such conditions
are not so satisfied or waived, the Commitments shall terminate at such
time).

       

      SECTION
4.02. First Borrowing by Each
Approved Borrower.  On the date of any Approved Borrower’s
initial Borrowing hereunder, the obligations of the Lenders to make Loans to
such Approved Borrower are subject to the satisfaction (or waiver in accordance
with Section 10.08) of each of the conditions set forth in
Section 4.01 and the following further conditions:

       

      (a) The
Administrative Agent shall have received a favorable written opinion of the
general counsel of such Approved Borrower dated as of a recent date and
addressed to the Lenders, to the effect set forth in Exhibit E-l
hereto, subject to necessary changes to reflect local law.

      
        
          
          

        

        
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      (b) The
Administrative Agent shall have received (i) a copy of the certificate or
articles of incorporation (or such other analogous documents), including all
amendments thereto, of such Approved Borrower, certified as of a recent date by
the Secretary of State (or other appropriate Governmental Authority) of the
state (or country) of its organization or such other evidence as is reasonably
satisfactory to the Administrative Agent, and a certificate as to the good
standing (or other analogous certification to the extent available) of such
Approved Borrower as of a recent date, from such Secretary of State (or other
appropriate Governmental Authority) or such other evidence reasonably acceptable
to the Administrative Agent; (ii) a certificate of the Secretary or
Assistant Secretary of such Approved Borrower dated the date on which such Loans
are to be made and certifying (A) that attached thereto is a true and
complete copy of the by-laws (or such other analogous documents to the extent
available) of such Approved Borrower as in effect on the date of such
certificate and at all times since a date prior to the date of the resolution of
such Approved Borrower described in item (B) below, (B) that attached
thereto is a true and complete copy of resolutions adopted by the Board of
Directors of such Approved Borrower authorizing the execution, delivery and
performance of the Designation Letter delivered by such Approved Borrower and
the borrowings hereunder by such Approved Borrower, and that such resolutions
have not been modified, rescinded or amended and are in full force and effect,
(C) that the certificate or articles of incorporation (or other analogous
documents) of such Approved Borrower have not been amended since the date of the
last amendment thereto shown on the certificate of good standing (or other
analogous certification or such other evidence reasonably acceptable to the
Administrative Agent) furnished pursuant to clause (i) above, and
(D) as to the incumbency and specimen signature of each officer of such
Approved Borrower executing the Designation Letter delivered by such Approved
Borrower or any other document delivered in connection herewith or therewith;
(iii) a certificate of another officer of such Approved Borrower as to the
incumbency and signature of the Secretary or such Assistant Secretary of such
Approved Borrower executing the certificate pursuant to (ii) above; and
(iv) such other documents as the Lenders or counsel for the Administrative
Agent, may reasonably request.

       

      (c) The
Administrative Agent shall have received (with sufficient copies for each
Lender) a Designation Letter, duly executed by such Approved Borrower and the
Company and acknowledged by the Administrative Agent.

       

      (d) The
Administrative Agent shall have received certificates of each of the Company and
the applicable Approved Borrower, dated such date and signed, in the case of the
Company, by a Financial Officer of the Company, and in the case of any Borrower
other than the Company, a Responsible Officer of such Borrower, confirming
compliance with the conditions precedent set forth in paragraphs (b) and
(c) of Section 4.03.

      
        
          
          

        

        
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      (e) To the
extent required, the Company and/or such Approved Borrower shall have executed
and delivered one or more Revolving Notes to each Lender that has requested
delivery of the same pursuant to Section 2.24.

       

      (f) The
Administrative Agent shall have received such other documents or information as
the Administrative Agent may reasonably require, including any documents or
information requested by any Lender through the Administrative Agent (such as
documents or information in connection with any Lender’s “know your customer”
requirements), so long as the Administrative Agent shall have requested such
documents or information a reasonably period of time prior to such
date.

       

      Upon the
satisfaction of the conditions precedent set forth in this Section 4.02,
such Approved Borrower shall become a Borrower hereunder with the same force and
effect as if originally named as a Borrower hereunder.  The rights and
obligations of each Borrower hereunder shall remain in full force and effect
notwithstanding the addition of any new Borrower as a party to this
Agreement.

       

      SECTION
4.03. All
Borrowings.  On the date of each Borrowing (it being understood
that a continuation, conversion or other change in interest rate pursuant to
Section 2.05 shall not be subject to this Section 4.03), the
obligations of the Lenders to make the Loans comprising such Borrowing are
subject to the satisfaction of the following conditions:

       

      (a) The
Administrative Agent shall have received a notice of such Borrowing as required
by Section 2.03 or Section 2.04, as applicable.

       

      (b) The
representations and warranties set forth in Article III hereof shall be
true and correct in all material respects on and as of the date of such
Borrowing with the same effect as though made on and as of such date, except to
the extent such representations and warranties expressly relate to an earlier
date; provided,
however, that
no representation as to either (i) the absence of any Material Adverse
Change in the financial condition of the Company, as provided in the last
sentence of Section 3.02, or (ii) the absence of any pending or
threatened legal or arbitral proceedings, or any proceedings by or before any
Governmental Authority, that could have a Material Adverse Effect on the
Company, as provided in Section 3.03, shall be required as a condition to
any Borrowing following the Effective Date.

       

      (c) Each
Borrower shall be in compliance with all the terms and provisions set forth
herein and in each other Loan Document on its part to be observed or performed,
and at the time of and immediately after giving effect to such Borrowing no
Event of Default or Default shall have occurred and be continuing.

       

      Each
Borrowing shall be deemed to constitute a representation and warranty by the
Borrowers on the date of such Borrowing as to the matters specified in
paragraphs (b) and (c) of this Section 4.03.

      
        
          
          

        

        
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      ARTICLE
V


       

      Affirmative
Covenants

       

      The
Company covenants and agrees with each Lender and the Administrative Agent that,
so long as this Agreement shall remain in effect or the principal of or interest
on any Loan, any Fees or any other expenses or amounts payable under any Loan
Document shall be unpaid, unless the Required Lenders shall otherwise consent in
writing, the Company will, and will cause each of its Subsidiaries
to:

       

      SECTION
5.01. Existence; Businesses and
Properties.  (a) Preserve and maintain its corporate existence,
rights (charter and statute) and material franchises, except as otherwise
permitted by Section 6.03 and except pursuant to a Permitted
Reorganization; provided, however, that the
Company shall not be required to preserve any such right or franchise if
(i) the Company shall determine that the preservation thereof is no longer
desirable in the conduct of the business of the Company and (ii) the loss
of any such right or franchise is not disadvantageous in any material respect to
the Lenders.

       

      (b) Comply in
all material respects with all applicable laws, rules, regulations and orders
(including, without limitation, laws requiring payment of all taxes, assessments
and governmental charges imposed upon it or upon its property except to the
extent contested in good faith by appropriate proceedings) and all Environmental
Laws except where the failure to so comply would not result in a Material
Adverse Change.

       

      (c) Maintain
and preserve all of its properties which are used in the conduct of its business
in good working order and condition, ordinary wear and tear excepted, to the
extent that any failure to do so would result in a Material Adverse Change and
except for dispositions thereof permitted by Section 6.03 or dispositions
pursuant to a Permitted Reorganization.

       

      SECTION
5.02. Insurance.  Maintain
insurance with financially sound and reputable insurance companies (which
insurance companies shall, in any event, have an A.M. Best rating of “B+” or
better), and with respect to property and risks of a character usually
maintained by corporations engaged in the same or similar business similarly
situated, against loss, damage and liability of the kinds and in the amounts
customarily maintained by such corporations.

      
        
          
          

        

        
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      SECTION
5.03. Obligations and
Taxes.  Pay its Indebtedness and other obligations promptly and
in accordance with their terms and pay and discharge promptly when due all
taxes, assessments and governmental charges or levies imposed upon it or upon
its income or profits or in respect of its property, before the same shall
become delinquent or in default, as well as all lawful claims for labor,
materials and supplies or otherwise which, if unpaid, might give rise to a Lien
upon such properties or any part thereof; provided, however, that such
payment and discharge shall not be required with respect to any such tax,
assessment, charge, levy or claim so long as the validity or amount thereof
shall be contested in good faith by appropriate proceedings and the Company
shall have set aside on its books adequate reserves with respect
thereto.

       

      SECTION
5.04. Financial Statements,
Reports, etc.  In the case of the Company, furnish to the
Administrative Agent:

       

      (a) within
65 days after the end of each fiscal year, its consolidated balance sheets
and related statements of income, changes in stockholders’ equity and cash
flows, showing the financial condition of the Company and its Subsidiaries as of
the close of such fiscal year and the results of its operations and the
operations of its Subsidiaries during such year, all audited by
PricewaterhouseCoopers LLP or other independent public accountants of recognized
national standing acceptable to the Required Lenders and accompanied by an
opinion of such accountants (which shall not be qualified in any material
respect) to the effect that such consolidated financial statements fairly
present the financial condition and results of operations of the Company on a
consolidated basis in accordance with GAAP consistently applied;

       

      (b) within
45 days after the end of each of the first three fiscal quarters of each
fiscal year, its consolidated balance sheets and related statements of income
and cash flows, showing the financial condition of the Company and its
Subsidiaries as of the close of such fiscal quarter and the results of its
operations and the operations of its Subsidiaries during such fiscal quarter and
the then elapsed portion of such fiscal year, all certified by one of its
Financial Officers as fairly presenting the financial condition and results of
operations of the Company on a consolidated basis in accordance with GAAP
consistently applied, subject to normal year-end audit adjustments;

       

      (c) concurrently
with any delivery of financial statements under (a) or (b) above, a
certificate of the accounting firm or Financial Officer 

      
        
          
          

        

        
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      opining
on or certifying such statements (which certificate, when furnished by an
accounting firm, may be limited to accounting matters and disclaim
responsibility for legal interpretations) (i) certifying that no Event of
Default or Default has occurred or, if such an Event of Default or Default has
occurred, specifying the nature and extent thereof and any corrective action
taken or proposed to be taken with respect thereto and (ii) setting forth
computations in reasonable detail satisfactory to the Administrative Agent
demonstrating compliance with the covenants contained in Sections 6.06 and
6.07;

       

      (d) promptly
after the same become publicly available, copies of all periodic and other
reports, proxy statements and other materials (other than materials ministerial
or administrative in nature) filed by it with the Securities and Exchange
Commission, or any Governmental Authority succeeding to any of or all the
functions of such Commission, or distributed to its shareholders, as the case
may be; and

       

      (e) promptly,
from time to time, such other information regarding the operations, business
affairs and financial condition of the Company or any Subsidiary, or compliance
with the terms of any Loan Document, as the Administrative Agent or any Lender
may reasonably request.

       

      Documents
required to be delivered under this Section 5.04 may be delivered electronically
and if so delivered, shall be deemed to have been delivered on the earliest date
on which such documents are posted on, or a link to such documents is provided
on (i) the Company’s website on the internet at www.harsco.com, (ii) the website
of the U.S. Securities and Exchange Commission or (iii) the
Platform.

       

      SECTION
5.05. Litigation and Other
Notices.  Furnish to the Administrative Agent and each Lender
prompt written notice of the following:

       

      (a) any Event
of Default or Default, specifying the nature and extent thereof and the
corrective action (if any) proposed to be taken with respect
thereto;

       

      (b) the
filing or commencement of, or any threat or notice of intention of any person to
file or commence, any action, suit or proceeding, whether at law or in equity or
by or before any Governmental Authority, against the Company or any Affiliate
thereof which, if adversely determined, could reasonably be expected to result
in a Material Adverse Change; and

       

      (c) any other
development that has resulted in, or could reasonably be anticipated to result
in, a Material Adverse Change.

      
        
          
          

        

        
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      SECTION
5.06. ERISA.  (a)
Comply in all material respects with the applicable provisions of ERISA and the
Code and (b) furnish to the Administrative Agent and each Lender
(i) as soon as possible, and in any event within 30 days after any
Responsible Officer of the Company or any ERISA Affiliate either knows or has
reason to know that any Reportable Event has occurred that alone or together
with any other Reportable Event could reasonably be expected to result in
liability of the Company to the PBGC in an aggregate amount exceeding
$5,000,000, a statement of a Financial Officer setting forth details as to such
Reportable Event and the action proposed to be taken with respect thereto,
together with a copy of the notice, if any, of such Reportable Event given to
the PBGC, (ii) promptly after receipt thereof, a copy of any notice the
Company or any ERISA Affiliate may receive from the PBGC relating to the
intention of the PBGC to terminate any Plan or Plans (other than a Plan
maintained by an ERISA Affiliate which is considered an ERISA Affiliate only
pursuant to subsection (m) or (o) of Section 414 of the Code) or
to appoint a trustee to administer any Plan or Plans, and (iii) within
10 days after the due date for filing with the PBGC of a notice of failure
to make a required installment or other payment with respect to a Plan, a
statement of a Financial Officer setting forth details as to such failure and
the action proposed to be taken with respect thereto, together with a copy of
such notice given to the PBGC.

       

      SECTION
5.07. Maintaining
Records.  Maintain all financial records in accordance with
GAAP and unless protected by attorney-client privilege permit any
representatives designated by any Lender, upon reasonable request, to examine
and make abstracts from the records and books of account of, and visit the
properties of, the Company or any of its Subsidiaries, and to discuss the
affairs, finances and condition of the Company or any Subsidiary with the
officers thereof and independent accountants therefor all upon reasonable
notice, at such reasonable times and as often as may reasonably be desired,
provided that all non-public information obtained by any such Lender pursuant to
this Agreement and/or the other Loan Documents shall be treated as confidential
in accordance with Section 10.19.

       

      SECTION
5.08. Use of
Proceeds.  Use the proceeds of the Loans only for the purposes
set forth in the preamble to this Agreement.

       

      SECTION
5.09. Subsidiary
Guarantors.  The Company shall, on and after the date, if any,
that the Subsidiary Guaranty is required to be executed and delivered pursuant
to Schedule
10.21 hereto, cause each Operating Subsidiary to become a party to the
Subsidiary Guaranty by executing and delivering the Subsidiary Guaranty or, if
applicable, a supplement thereto in the form of Exhibit A to the Subsidiary
Guaranty.

      
        
          
          

        

        
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      ARTICLE
VI


       

      Negative
Covenants

       

      The
Company covenants and agrees with each Lender and the Administrative Agent that,
so long as this Agreement shall remain in effect or the principal of or interest
on any Loan, any Fees or any other expenses or amounts payable under any Loan
Document shall be unpaid, unless the Required Lenders shall otherwise consent in
writing, the Company will not, and will not cause or permit any of its
Subsidiaries to:

       

      SECTION
6.01. Liens.  Create,
incur, assume or suffer to exist any Lien upon any of its property, whether now
owned or hereafter acquired, except:

       

      (a) Liens in
existence on the date hereof and listed in Part B of Schedule 3.11
hereto;

       

      (b) Liens
imposed by any Governmental Authority for taxes, assessments or charges not yet
due or that are being contested in good faith and by appropriate proceedings if
adequate reserves with respect thereto are maintained on the books of the
Company or the affected Subsidiaries, as the case may be, in accordance with
GAAP;

       

      (c) carriers’,
warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens
arising in the ordinary course of business that are not overdue for a period of
more than 30 days or that are being contested in good faith and by
appropriate proceedings and Liens securing judgments but only to the extent for
an amount and for a period not resulting in an Event of Default under
Article VII clause (i) hereof;

       

      (d) pledges
or deposits under worker’s compensation, unemployment insurance and other social
security legislation;

       

      (e) deposits
to secure the performance of bids, trade contracts (other than for
Indebtedness), leases, statutory obligations, surety and appeal bonds,
performance bonds and other obligations of a like nature incurred in the
ordinary course of business;

       

      (f) easements,
rights-of-way, restrictions and other similar encumbrances incurred in the
ordinary course of business and encumbrances consisting of zoning restrictions,
easements, licenses, restrictions on the use of property or minor imperfections
in title thereto that, in the aggregate, are not material in amount, and that do
not in any case materially detract from the value of the property subject
thereto or interfere with the ordinary conduct of the business of the Company or
any of its Subsidiaries;

      
        
          
          

        

        
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      (g) Liens on
property of any person that becomes a Subsidiary of the Company after the date
of this Agreement; provided that such
Liens are in existence at the time such person becomes a Subsidiary of the
Company and were not created in anticipation thereof;

       

      (h) Liens
upon real and/or tangible personal property acquired after the date hereof (by
purchase, construction or otherwise) by the Company or any of its Subsidiaries,
each of which Liens either (A) existed on such property before the time of
its acquisition and was not created in anticipation thereof or (B) was
created solely for the purpose of securing Indebtedness representing, or
incurred to finance, refinance or refund, the cost (including the cost of
construction and any transaction costs related to such acquisition or financing,
refinancing or refunding) of such property; provided that no such
Lien shall extend to or cover any property of the Company or such Subsidiary
other than the property so acquired and improvements thereon;

       

      (i) additional
Liens upon real and/or personal property created after the date hereof; provided that the
aggregate Indebtedness secured thereby and incurred on and after the date hereof
shall not exceed $25,000,000 in the aggregate at any one time outstanding;
and

       

      (j) any
extension, renewal or replacement of any of the foregoing; provided that the
Liens permitted hereunder shall not be spread to cover any additional
Indebtedness or property (other than a substitution of like
property).

       

      SECTION
6.02. Sale and Lease-Back
Transactions.  Enter into any arrangement, directly or
indirectly, with any person whereby it shall sell or transfer any property, real
or personal, used or useful in its business, whether now owned or hereafter
acquired, and thereafter rent or lease such property or other property which it
intends to use for substantially the same purpose or purposes as the property
being sold or transferred (such an arrangement, a “Sale and Lease-Back
Transaction”), other than (i) Sale and Lease-Back Transactions
entered into in connection with the financing of aircraft to be used in
connection with the Company’s business capitalized on the books of the Company
or treated as operating leases if the aggregate sale price of all such Sale and
Lease-Back Transactions does not exceed $25,000,000 in aggregate amount at any
time outstanding, (ii) Sale and Lease-Back Transactions capitalized on the
books of the Company or treated as operating leases (other than a Sale and
Lease-Back Transaction permitted by clause (i) above) if the aggregate sale
price of all such Sale and Lease-Back Transactions under this clause
(ii) does not exceed $25,000,000 in aggregate amount at any time
outstanding and (iii) Sale and Lease-Back Transactions entered into between
any of Harsco Corporation, the New Parent and/or any direct or indirect
wholly-owned subsidiary of the New Parent, in each case, pursuant to a Permitted
Reorganization.

      
        
          
          

        

        
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      SECTION
6.03. Mergers, Sales of Assets,
etc.  (a)  In the case of the Company, consolidate or
merge with or into any other corporation or convey, transfer or lease its
properties and assets substantially as an entirety to any person, other than any
of the foregoing transactions effectuated pursuant to a Permitted
Reorganization, unless:

       

      (i) the
Company is the surviving corporation or the corporation formed by such
consolidation or merger or the person which acquires by conveyance or transfer,
or which leases, the properties and assets of the Company substantially as an
entirety shall be a corporation organized and existing under the laws of the
United States of America or any state or the District of Columbia and shall
expressly assume, by an agreement supplemental hereto, executed and delivered to
each other party hereto, in form satisfactory to the Administrative Agent, the
due and punctual payment of the principal of and interest on the Loans and all
other obligations of the Company under the Loan Documents and the performance or
observance of every covenant of this Agreement on the part of the Company to be
performed or observed;

       

      (ii) immediately
after giving effect to such transaction, no Default or Event of Default shall
have occurred and be continuing; and

       

      (iii) the
Company shall have delivered to the Administrative Agent an officers’
certificate and an opinion of counsel, each stating that such consolidation,
merger, conveyance, transfer or lease and such supplemental agreement comply
with this paragraph (a) and that all conditions precedent herein provided
for relating to such transaction have been complied with.

       

      (b) In the
case of any Borrower (other than the Company), consolidate or merge with or into
any other corporation or convey, transfer or lease its properties and assets
substantially as an entirety to any person, other than any of the foregoing
transactions effectuated pursuant to a Permitted Reorganization,
unless

       

      (i) in the
case of consolidation or merger, such Borrower is the surviving
corporation;

       

      (ii) in the
case of a consolidation or merger where such Borrower is not the surviving
corporation or in the case of the conveyance, transfer or lease of such
Borrower's properties and assets substantially as an entirety;

      
        
          
          

        

        
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                (A)  

              	
                the
      surviving corporation or transferee/lessee is another Borrower or a
      Subsidiary Guarantor and such other Borrower or such Subsidiary Guarantor,
      as applicable, expressly assumes, by an agreement supplemental hereto,
      executed and delivered to each other party hereto, in form and substance
      satisfactory to the Administrative Agent, the due and punctual payment of
      the principal of and interest on the Loans and all other obligations of
      such Borrower under the Loan Documents and the performance or observance
      of every covenant of this Agreement on the part of such Borrower to be
      performed or observed;

              


      

       

      
        	
                (B)  

              	
                immediately
      after giving effect to such transaction, no Default or Event of Default
      shall have occurred and be continuing;
and

              


      

       

      
        	
                (C)  

              	
                the
      Company shall have delivered to the Administrative Agent an officers’
      certificate and an opinion of counsel, each stating that such
      consolidation, merger, conveyance, transfer or lease and such supplemental
      agreement comply with this paragraph (b) and that all conditions
      precedent herein provided for relating to such transaction have been
      complied with; or

              


      

       

      (iii) prior to
the consummation of such transaction, either (A) such Borrower shall have repaid
the principal amount of all Loans made to such Borrower, together with accrued
interest thereon, and all other amounts then owing by such Borrower under the
Loan Documents or (B) so long as immediately after giving effect to such
transaction, no Default or Event of Default shall have occurred and be
continuing, the Company shall have expressly assumed, by an agreement
supplemental hereto, executed and delivered to each other party hereto, in form
and substance satisfactory to the Administrative Agent, the due and punctual
payment of the principal of and interest on the Loans and all other obligations
of such Borrower under the Loan Documents and the performance or observance of
every covenant of this Agreement on the part of such Borrower to be performed or
observed.

       

      (c) Except as
contemplated by a Permitted Reorganization or as otherwise provided in
paragraph (b) above, upon any consolidation by any Borrower with or merger
by any Borrower into any other corporation or 

      
        
          
          

        

        
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      any
conveyance, transfer or lease of the properties and assets of any Borrower
substantially as an entirety in accordance with paragraph (a) or (b) above,
the successor corporation formed by such consolidation or into which such
Borrower is merged or to which such conveyance, transfer or lease is made shall
succeed to, and be substituted for, and may exercise every right and power of,
the applicable Borrower under the Loan Documents with the same effect as if such
successor corporation had been named as a Borrower herein, and thereafter, the
predecessor corporation shall be relieved of all obligations and covenants under
the Loan Documents.

       

      SECTION
6.04. Lines of Business; Fiscal
Year.  Engage or invest in operations engaging to any
substantial extent in any line or lines of business activity other than the
business of manufacturing, providing, distributing and selling such diverse
goods and industrial services, principally for industrial, commercial,
construction and defense applications, the same or similar to those
goods and services as are manufactured, provided, distributed and sold by the
Company on the date hereof and business activities reasonably related,
ancillary, similar or supportive thereto.  In the case of the Company,
change its fiscal year end from that in effect at December 31,
2008.

       

      SECTION
6.05. Transactions with
Affiliates.  Other than pursuant to a Permitted Reorganization,
sell or transfer any property or assets to, or purchase or acquire any property
or assets from, or otherwise engage in any other transactions with, any of its
Affiliates, except that as long as no Default or Event of Default shall have
occurred and be continuing, the Company or any Subsidiary may engage in any of
the foregoing transactions in the ordinary course of business at prices and on
terms and conditions not less favorable to the Company or such Subsidiary than
could be obtained on an arm’s-length basis from unrelated third
parties.

       

      SECTION
6.06. Total Debt to Total Capital
Ratio.  The Company will not permit the ratio of Total Debt to
Total Capital at any time on or after the date hereof to exceed the ratio 0.60
to 1.

       

      SECTION
6.07. Subsidiary
Debt.  The Company will not at any time permit Subsidiary
Consolidated Indebtedness to exceed 10% of Consolidated Tangible
Assets.

       

       

      ARTICLE
VII


       

      Events of
Default

       

      In case
of the happening of any of the following events (“Events of Default”):

      
        
          
          

        

        
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      (a) any
representation or warranty made or deemed made in or in connection with any Loan
Document or the borrowings hereunder, or any representation, warranty, statement
or information contained in any report, certificate, financial statement or
other instrument furnished in connection with or pursuant to any Loan Document,
shall prove to have been false or misleading in any material respect when so
made, deemed made or furnished;

       

      (b) default
shall be made in the payment of any principal of any Loan when and as the same
shall become due and payable, whether at the due date thereof or at a date fixed
for prepayment thereof or by acceleration thereof or otherwise;

       

      (c) default
shall be made in the payment of any interest on any Loan or any Fee or any other
amount (other than an amount referred to in (b) above) due under any Loan
Document, when and as the same shall become due and payable, and such default
shall continue unremedied for a period of five days;

       

      (d) default
shall be made in the due observance or performance by any of the Borrowers or
any Subsidiary of any covenant, condition or agreement contained in
Section 5.01(a) or 5.05 or in Article VI;

       

      (e) default
shall be made in the due observance or performance by any of the Borrowers or
any Subsidiary of any covenant, condition or agreement contained in any Loan
Document (other than those specified in (b), (c) or (d) above) and
such default shall continue unremedied for a period of 30 days after notice
thereof from the Administrative Agent or any Lender to the Company;

       

      (f) (i) the
Company or any Subsidiary shall (A) fail to pay any principal or interest,
regardless of amount, due in respect of any Indebtedness in a principal amount
in excess of (I) $20,000,000, in the case of any single obligation, or (II)
$20,000,000, in the case of all obligations in the aggregate, in each case, when
and as the same shall become due and payable, or (B) fail to observe or
perform any other term, covenant, condition or agreement contained in any
agreement or instrument evidencing or governing any Indebtedness in an aggregate
principal amount in excess of $20,000,000 and such failure shall continue beyond
any applicable grace period; or (ii) Indebtedness of the Company and its
Subsidiaries, or any of them, in a principal amount in excess of (A)
$20,000,000, in the case of any single obligation, or (B) $20,000,000, in the
case of all obligations in the aggregate, shall be declared due and payable or
required to be prepaid prior to its stated maturity;

       

      (g) an
involuntary proceeding shall be commenced or an involuntary petition shall be
filed in a court of competent jurisdiction seeking 

      
        
          
          

        

        
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      (i) relief
in respect of any Borrower or any Material Subsidiary, or of a substantial part
of the property or assets of any Borrower or Material Subsidiary, under
Title 11 of the United States Code, as now constituted or hereafter
amended, or any other Federal or state bankruptcy, insolvency, receivership or
similar law (or similar statute or law in any other jurisdiction), (ii) the
appointment of a receiver, trustee, custodian, sequestrator, conservator or
similar official for any Borrower or any Material Subsidiary or for a
substantial part of the property or assets of any Borrower or any Material
Subsidiary or (iii) the winding-up or liquidation of any Borrower, any
Material Subsidiary; and such proceeding or petition shall continue undismissed
for 45 days or an order or decree approving or ordering any of the
foregoing shall be entered;

       

      (h) any
Borrower or any Material Subsidiary shall (i) voluntarily commence any
proceeding or file any petition seeking relief under Title 11 of the United
States Code, as now constituted or hereafter amended, or any other Federal or
state bankruptcy, insolvency, receivership or similar law (or similar statute or
law in any other jurisdiction), (ii) consent to the institution of, or fail
to contest in a timely and appropriate manner, any proceeding or the filing of
any petition described in (g) above, (iii) apply for or consent to the
appointment of a receiver, trustee, custodian, sequestrator, conservator or
similar official for any Borrower or any Material Subsidiary or for a
substantial part of the property or assets of any Borrower or any Material
Subsidiary, (iv) file an answer admitting the material allegations of a
petition filed against it in any such proceeding, (v) make a general
assignment for the benefit of creditors, (vi) become unable, admit in
writing its inability or fail generally to pay its debts as they become due or
(vii) take any action for the purpose of effecting any of the
foregoing;

       

      (i) one or
more judgments for the payment of money in an aggregate amount in excess of
$20,000,000 (exclusive of amounts fully covered by insurance where the insurer
has admitted liability in respect of such judgment) shall be rendered against
any Borrower, any Subsidiary or any combination thereof and the same shall
remain undischarged for a period of 60 consecutive days during which
60 days execution shall not be effectively stayed, or otherwise being
appropriately contested in good faith, or any action shall be legally taken by a
judgment creditor to levy upon assets or
properties of any Borrower or any Subsidiary to enforce any such
judgment;

       

      (j) a
Reportable Event or Reportable Events, or a failure to make a required
installment or other payment (within the meaning of Section 412(n)(l) of
the Code as in effect on the date of this Agreement), shall have occurred with
respect to any Plan or Plans that reasonably could be expected to result in
liability of any Borrower or any Subsidiary Guarantor to the PBGC or to a Plan
in an aggregate amount exceeding $10,000,000 and, 

      
        
          
          

        

        
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      within
30 days after the reporting of any such Reportable Event to the
Administrative Agent or after the receipt by the Administrative Agent of the
statement required pursuant to Section 5.06, the Administrative Agent shall
have notified the Company in writing that (i) the Required Lenders have
made a determination that, on the basis of such Reportable Event or Reportable
Events or the failure to make a required payment, there are reasonable grounds
(A) for the termination of such Plan or Plans by the PBGC, (B) for the
appointment by the appropriate United States District Court of a trustee to
administer such Plan or Plans or (C) for the imposition of a lien in favor
of a Plan and (ii) as a result thereof an Event of Default exists
hereunder; or a trustee shall be appointed by a United States District Court to
administer any such Plan or Plans; or the PBGC shall institute proceedings to
terminate any Plan or Plans;

       

      (k) the
Guarantor’s guarantee hereunder or any Subsidiary Guarantor’s guarantee under
the Subsidiary Guaranty shall become ineffective for any reason or the Guarantor
shall deny its obligations as a guarantor hereunder in writing or any Subsidiary
Guarantor shall deny its obligations as a guarantor under the Subsidiary
Guaranty in writing; or

       

      (l) there
shall have occurred a Change in Control;

       

      then, and
in every such event (other than an event with respect to a Borrower described in
paragraph (g) or (h) above), and at any time thereafter during the
continuance of such event, the Administrative Agent, with the consent of the
Required Lenders, may, or at the request of the Required Lenders, shall, by
notice to the Borrowers, take either or both of the following actions, at the
same or different times: (i) terminate forthwith the Commitments and
(ii) declare the Loans then outstanding to be forthwith due and payable in
whole or in part, whereupon the principal of the Loans so declared to be due and
payable, together with accrued interest thereon and any unpaid accrued Fees and
all other liabilities of the Borrowers accrued hereunder and under any other
Loan Document, shall become forthwith due and payable, without presentment,
demand, protest or any other notice of any kind, all of which are hereby
expressly waived by the Borrowers, anything contained herein or in any other
Loan Document to the contrary notwithstanding; and in any event with respect to
a Borrower described in paragraph (g) or (h) above, the Commitments
shall automatically terminate and the principal of the Loans then outstanding,
together with accrued interest thereon and any unpaid accrued Fees and all other
liabilities of the Borrowers accrued hereunder and under any other Loan
Document, shall automatically become due and payable, without presentment,
demand, protest or any other notice of any kind, all of which are hereby
expressly waived by the Borrowers, anything contained herein or in any other
Loan Document to the contrary notwithstanding.

      
        
          
          

        

        
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      ARTICLE
VIII


       

      The Administrative
Agent

       

      SECTION
8.01. Appointment and
Authority.   Each Lender hereby irrevocably appoints
Citibank, N.A. to act on its behalf as the Administrative Agent hereunder and
under the other Loan Documents and authorizes the Administrative Agent to take
such actions on its behalf and to exercise such powers as are delegated to the
Administrative Agent by the terms hereof or thereof, together with such actions
and powers as are reasonably incidental thereto.  The provisions of
this Article are solely for the benefit of the Administrative Agent and the
Lenders, and no Borrower shall have rights as a third party beneficiary of any
of such provisions.

       

      SECTION
8.02. Administrative Agent
Individually.  (a) The Person serving as the Administrative
Agent hereunder shall have the same rights and powers in its capacity as a
Lender as any other Lender and may exercise the same as though it were not the
Administrative Agent and the term “Lender” shall, unless otherwise expressly
indicated or unless the context otherwise requires, include the Person serving
as the Administrative Agent hereunder in its individual
capacity.  Such Person and its Affiliates may accept deposits from,
lend money to, act as the financial advisor or in any other advisory capacity
for and generally engage in any kind of business with any Borrower or any
Subsidiary or other Affiliate thereof as if such Person were not the
Administrative Agent hereunder and without any duty to account therefor to the
Lenders.

       

      (b) Each
Lender understands that the Person serving as Administrative Agent, acting in
its individual capacity, and its Affiliates (collectively, the “Agent’s Group”) are
engaged in a wide range of financial services and businesses (including
investment management, financing, securities trading, corporate and investment
banking and research) (such services and businesses are collectively referred to
in this Section 8.02 as “Activities”) and may
engage in the Activities with or on behalf of one or more of the Borrowers or
their respective Affiliates.  Furthermore, the Agent’s Group may, in
undertaking the Activities, engage in trading in financial products or undertake
other investment businesses for its own account or on behalf of others
(including the Borrowers and their Affiliates and including holding, for its own
account or on behalf of others, equity, debt and similar positions in any
Borrower or their respective Affiliates), including trading in or holding long,
short or derivative positions in securities, loans or other financial products
of one or more of the Borrowers or their Affiliates.  Each Lender
understands and agrees that in engaging in the Activities, the Agent’s Group may
receive or otherwise obtain information concerning the Borrowers or their
Affiliates (including information concerning the ability of the 

      
        
          
          

        

        
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      Borrowers
to perform their respective obligations hereunder and under the other Loan
Documents) which information may not be available to any of the Lenders that are
not members of the Agent’s Group.  None of the Administrative Agent
nor any member of the Agent’s Group shall have any duty to disclose to any
Lender or use on behalf of the Lenders, and shall not be liable for the failure
to so disclose or use, any information whatsoever about or derived from the
Activities or otherwise (including any information concerning the business,
prospects, operations, property, financial and other condition or
creditworthiness of any Borrower or any Affiliate of any Borrower) or to account
for any revenue or profits obtained in connection with the Activities, except
that the Administrative Agent shall deliver or otherwise make available to each
Lender such documents as are expressly required by any Loan Document to be
transmitted by the Administrative Agent to the Lenders.

       

      (c) Each
Lender further understands that there may be situations where members of the
Agent’s Group or their respective customers (including the Borrowers and their
Affiliates) either now have or may in the future have interests or take actions
that may conflict with the interests of any one or more of the Lenders
(including the interests of the Lenders hereunder and under the other Loan
Documents).  Each Lender agrees that no member of the Agent’s Group is
or shall be required to restrict its activities as a result of the Person
serving as Administrative Agent being a member of the Agent’s Group, and that
each member of the Agent’s Group may undertake any Activities without further
consultation with or notification to any Lender.  None of (i) this
Agreement nor any other Loan Document, (ii) the receipt by the Agent’s Group of
information (including Information) concerning the Borrowers or their Affiliates
(including information concerning the ability of the Borrowers to perform their
respective obligations hereunder and under the other Loan Documents) nor (iii)
any other matter shall give rise to any fiduciary, equitable or contractual
duties (including without limitation any duty of trust or confidence) owing by
the Administrative Agent or any member of the Agent’s Group to any Lender
including any such duty that would prevent or restrict the Agent’s Group from
acting on behalf of customers (including the Borrowers or their Affiliates) or
for its own account.

       

      SECTION
8.03. Duties of Administrative
Agent; Exculpatory Provisions.  (a)  The
Administrative Agent’s duties hereunder and under the other Loan Documents are
solely ministerial and administrative in nature and the Administrative Agent
shall not have any duties or obligations except those expressly set forth herein
and in the other Loan Documents.  Without limiting the generality of
the foregoing, the Administrative Agent shall not have any duty to take any
discretionary action or exercise any discretionary powers, but shall be required
to act or refrain from acting (and shall be fully protected in so acting or
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      the
Required Lenders (or such other number or percentage of the Lenders as shall be
expressly provided for herein or in the other Loan Documents), provided that the
Administrative Agent shall not be required to take any action that, in its
opinion or the opinion of its counsel, may expose the Administrative Agent or
any of its Affiliates to liability or that is contrary to any Loan Document or
applicable law.

       

      (b) The
Administrative Agent shall not be liable for any action taken or not taken by it
(i) with the consent or at the request of the Required Lenders (or such other
number or percentage of the Lenders as shall be necessary, or as the
Administrative Agent shall believe in good faith shall be necessary), under the
circumstances as provided in Sections 10.04 or Article VII or (ii) in the
absence of its own gross negligence or willful misconduct.  The
Administrative Agent shall be deemed not to have knowledge of any Default or the
event or events that give or may give rise to any Default unless and until any
Borrower or any Lender shall have given notice to the Administrative Agent
describing such Default and such event or events.

       

      (c) Neither
the Administrative Agent nor any member of the Agent’s Group shall be
responsible for or have any duty to ascertain or inquire into (i) any statement,
warranty, representation or other information made or supplied in or in
connection with this Agreement or any other Loan Document or the information
memorandum, (ii) the contents of any certificate, report or other document
delivered hereunder or thereunder or in connection herewith or therewith or the
adequacy, accuracy and/or completeness of the information contained therein,
(iii) the performance or observance of any of the covenants, agreements or other
terms or conditions set forth herein or therein or the occurrence of any
Default, (iv) the validity, enforceability, effectiveness or genuineness of this
Agreement, any other Loan Document or any other agreement, or instrument or (v)
the satisfaction of any condition set forth in Article IV or elsewhere herein,
other than (but subject to the foregoing clause (ii)) to confirm receipt of
items expressly required to be delivered to the Administrative
Agent.

       

      (d) Nothing
in this Agreement or any other Loan Document shall require the Administrative
Agent or any of its Related Parties to carry out any “know your customer” or
other checks in relation to any person on behalf of any Lender and each Lender
confirms to the Administrative Agent that it is solely responsible for any such
checks it is required to carry out and that it may not rely on any statement in
relation to such checks made by the Administrative Agent or any of its Related
Parties.

       

      SECTION
8.04. Reliance by Administrative
Agent.  The Administrative Agent shall be entitled to rely
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      liability
for relying upon, any notice, request, certificate, consent, statement,
instrument, document or other writing (including any electronic message,
Internet or intranet website posting or other distribution) believed by it to be
genuine and to have been signed, sent or otherwise authenticated by the proper
Person.  The Administrative Agent also may rely upon any statement
made to it orally or by telephone and believed by it to have been made by the
proper Person, and shall not incur any liability for relying
thereon.  In determining compliance with any condition hereunder to
the making of a Loan that by its terms must be fulfilled to the satisfaction of
a Lender, the Administrative Agent may presume that such condition is
satisfactory to such Lender unless an officer of the Administrative Agent
responsible for the transactions contemplated hereby shall have received notice
to the contrary from such Lender prior to the making of such
Loan.  The Administrative Agent may consult with legal counsel (who
may be counsel for the Borrowers), independent accountants and other experts
selected by it, and shall not be liable for any action taken or not taken by it
in accordance with the advice of any such counsel, accountants or
experts.

       

      SECTION
8.05. Delegation of
Duties.  The Administrative Agent may perform any and all of
its duties and exercise its rights and powers hereunder or under any other Loan
Document by or through any one or more sub agents appointed by the
Administrative Agent.  The Administrative Agent and any such sub agent
may perform any and all of its duties and exercise its rights and powers by or
through their respective Related Parties.  Each such sub agent and the
Related Parties of the Administrative Agent and each such sub agent shall be
entitled to the benefits of all provisions of this Article VIII and Section
10.05 (as though such sub-agents were the “Administrative Agent” under the Loan
Documents) as if set forth in full herein with respect thereto.

       

      SECTION
8.06. Resignation of
Administrative Agent.  The Administrative Agent may at any time
give notice of its resignation to the Lender and the Company.  Upon
receipt of any such notice of resignation, the Required Lenders shall have the
right, in consultation with the Company, to appoint a successor, which shall be
a bank with an office in New York, New York, or an Affiliate of any such bank
with an office in New York, New York.  If no such successor shall have
been so appointed by the Required Lenders and shall have accepted such
appointment within 30 days after the retiring Administrative Agent gives notice
of its resignation (such 30-day period, the “Lender Appointment
Period”), then the retiring Administrative Agent may on behalf of the
Lenders, appoint a successor Administrative Agent meeting the qualifications set
forth above.  In addition and without any obligation on the part of
the retiring Administrative Agent to appoint, on behalf of the Lenders, a
successor Administrative Agent, the retiring Administrative Agent may at any
time upon or after the end of the Lender 

      
        
          
          

        

        
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      Appointment
Period notify the Company and the Lenders that no qualifying Person has accepted
appointment as successor Administrative Agent and the effective date of such
retiring Administrative Agent’s resignation which effective date shall be no
earlier than three business days after the date of such notice.  Upon
the resignation effective date established in such notice and regardless of
whether a successor Administrative Agent has been appointed and accepted such
appointment, the retiring Administrative Agent’s resignation shall nonetheless
become effective and (i) the retiring Administrative Agent shall be discharged
from its duties and obligations as Administrative Agent hereunder and under the
other Loan Documents and (ii) all payments, communications and determinations
provided to be made by, to or through the Administrative Agent shall instead be
made by or to each Lender directly, until such time as the Required Lenders
appoint a successor Administrative Agent as provided for above in this
paragraph.  Upon the acceptance of a successor’s appointment as
Administrative Agent hereunder, such successor shall succeed to and become
vested with all of the rights, powers, privileges and duties as Administrative
Agent of the retiring (or retired) Administrative Agent, and the retiring
Administrative Agent shall be discharged from all of its duties and obligations
as Administrative Agent hereunder or under the other Loan Documents (if not
already discharged therefrom as provided above in this
paragraph).  The fees payable by the Borrowers to a successor
Administrative Agent shall be the same as those payable to its predecessor
unless otherwise agreed between the Borrowers and such
successor.  After the retiring Administrative Agent’s resignation
hereunder and under the other Loan Documents, the provisions of this Article and
Section 10.05 shall continue in effect for the benefit of such retiring
Administrative Agent, its sub agents and their respective Related Parties in
respect of any actions taken or omitted to be taken by any of them while the
retiring Administrative Agent was acting as Administrative Agent.

       

      SECTION
8.07. Non-Reliance on
Administrative Agent and Other Lenders.  Each Lender confirms
to the Administrative Agent, each other Lender and each of their respective
Related Parties that it (i) possesses (individually or through its Related
Parties) such knowledge and experience in financial and business matters that it
is capable, without reliance on the Administrative Agent, any other Lender or
any of their respective Related Parties, of evaluating the merits and risks
(including tax, legal, regulatory, credit, accounting and other financial
matters) of (x) entering into this Agreement, (y) making Loans and other
extensions of credit hereunder and (z) in taking or not taking actions hereunder
and thereunder, (ii) is financially able to bear such risks and (iii) has
determined that entering into this Agreement and making Loans hereunder is
suitable and appropriate for it.

       

      (b)           Each
Lender acknowledges that (i) it is solely responsible for making its own
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      under or
in connection with this Agreement and the other Loan Documents, (ii) that it
has, independently and without reliance upon the Administrative Agent, any other
Lender or any of their respective Related Parties, made its own appraisal and
investigation of all risks associated with, and its own credit analysis and
decision to enter into, this Agreement based on such documents and information,
as it has deemed appropriate and (iii) it will, independently and without
reliance upon the Administrative Agent, any other Lender or any of their
respective Related Parties, continue to be solely responsible for making its own
appraisal and investigation of all risks arising under or in connection with,
and its own credit analysis and decision to take or not take action under, this
Agreement and the other Loan Documents based on such documents and information
as it shall from time to time deem appropriate, which may include, in each
case:

       

      (i)          
  the financial condition, status and capitalization of the Borrowers
and the Subsidiary Guarantors;

       

      (ii)          
 the legality, validity, effectiveness, adequacy or enforceability of this
Agreement and each other Loan Document and any other agreement, arrangement or
document entered into, made or executed in anticipation of, under or in
connection with any Loan Document;

       

      (iii)           determining
compliance or non-compliance with any condition hereunder to the making of a
Loan and the form and substance of all evidence delivered in connection with
establishing the satisfaction of each such condition;

       

      (iv)           the
adequacy, accuracy and/or completeness of the information memorandum and any
other information delivered by the Administrative Agent, any other Lender or by
any of their respective Related Parties under or in connection with this
Agreement or any other Loan Document, the transactions contemplated hereby and
thereby or any other agreement, arrangement or document entered into, made or
executed in anticipation of, under or in connection with any Loan
Document.

       

      SECTION
8.08. Indemnification.  Each
Lender shall, ratably in accordance with its Commitment (determined at the time
such indemnity is sought), indemnify the Administrative Agent in its capacity as
Administrative Agent (to the extent not reimbursed by the Borrowers) against any
cost, expense (including reasonable counsel fees and disbursements), loss
(except any loss in respect of any fee arrangement between the Company and the
Administrative Agent to which each Lender is not a party) or liability (except
such as result from the Administrative Agent’s gross negligence or willful
misconduct) that the Administrative Agent may suffer or incur in connection with
the Loan Documents or any action taken or omitted by the Administrative Agent
thereunder.

      
        
          
          

        

        
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      SECTION
8.09. No Other Duties,
etc.  Anything herein to the contrary notwithstanding, none of
the Persons acting as Bookrunners or Arrangers listed on the cover page hereof
shall have any powers, duties or responsibilities under this Agreement or any of
the other Loan Documents, except in its capacity, as applicable, as the
Administrative Agent or as a Lender hereunder.

       

      SECTION
8.10. Releases.  Each
of the Lenders hereby directs the Administrative Agent, at its option and in its
discretion, (a) to release any Subsidiary Guarantor from its obligations under
the Subsidiary Guaranty pursuant to Section 11(b) of the Subsidiary Guaranty and
(b) deliver the release documentation contemplated by paragraph 4 of Schedule 10.21
hereto.

       

       

      ARTICLE
IX


       

      Guarantee

       

      SECTION
9.01. Guarantee.  The
Guarantor hereby guarantees to each Lender and the Administrative Agent and
their respective successors and assigns the prompt payment in full when due
(whether at stated maturity, by acceleration, by optional prepayment or
otherwise) of the principal of and interest on the Loans made by the Lenders to
any Approved Borrower and all other amounts from time to time owing to the
Lenders or the Administrative Agent by any Approved Borrower under this
Agreement or pursuant to its Designation Letter, strictly in accordance with the
terms thereof (such obligations being herein collectively called the “Guaranteed
Obligations”).  The Guarantor hereby further agrees that if any
Approved Borrower shall fail to pay in full when due (whether at stated
maturity, by acceleration, by optional prepayment or otherwise) any of the
Guaranteed Obligations, the Guarantor will promptly pay the same, without any
demand or notice whatsoever, and that in the case of any extension of time of
payment or renewal of any of the Guaranteed Obligations, the same will be
promptly paid in full when due (whether at extended maturity, by acceleration or
otherwise) in accordance with the terms of such extension or
renewal.

       

      SECTION
9.02. Obligations
Unconditional.  The obligations of the Guarantor under
Section 9.01 hereof are absolute and unconditional irrespective of the
value, genuineness, validity, regularity or enforceability of the obligations of
any Approved Borrower under this Agreement or any other agreement or instrument
referred to herein or therein (including, without limitation, any Designation
Letter), or any substitution, release or exchange of any other guarantee of or
security for any of the Guaranteed Obligations, and, to the fullest extent
permitted by applicable law, irrespective of any law, regulation, decree or
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      any term
of any Guaranteed Obligations, irrespective of any other circumstance whatsoever
which might otherwise constitute a legal or equitable discharge or defense of a
surety or guarantor, it being the intent of this Section 9.02 that the
obligations of the Guarantor hereunder shall be absolute and unconditional under
any and all circumstances.  Without limiting the generality of the
foregoing, it is agreed that the occurrence of any one or more of the following
shall not affect the liability of the Guarantor hereunder:

       

      (i) at any
time or from time to time, without notice to the Guarantor, the time for any
performance of or compliance with any of the Guaranteed Obligations shall be
extended, or such performance or compliance shall be waived;

       

      (ii) any of
the acts mentioned in any of the provisions of this Agreement or any other
agreement or instrument referred to herein or therein shall be done or omitted;
or

       

      (iii) the
maturity of any of the Guaranteed Obligations shall be accelerated, or any of
the Guaranteed Obligations shall be modified, supplemented or amended in any
respect, or any right under this Agreement or any other agreement or instrument
referred to herein or therein shall be waived or any other guarantee of any of
the Guaranteed Obligations or any security therefor shall be released or
exchanged in whole or in part or otherwise dealt with.

       

      The
Guarantor hereby expressly waives diligence, presentment, demand of payment,
protest and all notices whatsoever, and any requirement that the Administrative
Agent or any Lender exhaust any right, power or remedy or proceed against any
Approved Borrower under this Agreement or any other agreement or instrument
referred to herein or therein, or against any other person under any other
guarantee of, or security for, any of the Guaranteed Obligations.

       

      SECTION
9.03. Reinstatement.  The
obligations of the Guarantor under this Article IX shall be automatically
reinstated if and to the extent that for any reason any payment by or on behalf
of any Approved Borrower in respect of the Guaranteed Obligations is rescinded
or must be otherwise restored by any holder of any of the Guaranteed
Obligations, whether as a result of any proceedings in bankruptcy or
reorganization or otherwise and the Guarantor agrees that it will indemnify the
Administrative Agent and each Lender on demand for all reasonable costs and
expenses (including, without limitation, fees of counsel) incurred by the
Administrative Agent or such Lender in connection with such rescission or
restoration.

       

      SECTION
9.04. Subrogation.  The
Guarantor hereby irrevocably waives all rights of subrogation or contribution,
whether arising by 

      
        
          
          

        

        
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      operation
of law (including, without limitation, any such right arising under Title 11 of
the United States Code) or otherwise, by reason of any payment by it pursuant to
the provisions of this Article IX and further agrees that for the benefit
of each of its creditors (including, without limitation, each Lender and the
Administrative Agent) that any such payment by it of the Guaranteed Obligations
of any Approved Borrower shall constitute a contribution of capital by the
Guarantor to such Approved Borrower.

       

      SECTION
9.05. Remedies.  The
Guarantor agrees that, as between the Guarantor and the Lenders, the obligations
of any Approved Borrower under this Agreement may be declared to be forthwith
due and payable as provided in Article VII hereof (and shall be deemed to
have become automatically due and payable in the circumstances provided in said
Article VII) for purposes of Section 9.01 hereof notwithstanding any
stay, injunction or other prohibition preventing such declaration (or such
obligations from becoming automatically due and payable) as against any Approved
Borrower and that, in the event of such declaration (or such obligations being
deemed to have become automatically due and payable), such obligations (whether
or not due and payable by such Approved Borrower) shall forthwith become due and
payable by the Guarantor for purposes of such Section 9.01.

       

      SECTION
9.06. Continuing
Guarantee.  The guarantee in this Article IX is a
continuing guarantee, and shall apply to all Guaranteed Obligations whenever
arising.

       

       

      ARTICLE
X


       

      Miscellaneous

       

      SECTION
10.01. Notices.  (a)
Notices and other communications provided for herein shall be in writing and
shall be delivered by hand or overnight courier service, mailed by certified or
registered mail or sent by telecopy, as follows:

       

      (i) if to the
Company, to it at 350 Poplar Church Road, Camp Hill, Pennsylvania 17011,
Attention:  Assistant Treasurer (Facsimile No. 717-612-5619), with a
copy to the General Counsel (Facsimile No. 717-763-6402);

       

      (ii) if to an
Approved Borrower, to it at its address as set forth in its Designation
Letter;

       

      (iii) if to the
Administrative Agent, to the Administrative Agent’s Office;

      
        
          
          

        

        
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      (iv) if to a
Lender, to it at its address (or telecopy number) set forth in its
Administrative Questionnaire or in the Assignment and Acceptance pursuant to
which such Lender shall have become a party hereto; and

       

      or, if
any of (i), (ii), (iii) or (iv), at such other address or facsimile number as
the applicable party may designate from time to time in a written notice to the
Company and the Administrative Agent.

       

      (b) All
notices and other communications given to any party hereto in accordance with
the provisions of this Agreement shall be deemed to have been given, if received
during the recipient’s normal business hours, (i) on the date of receipt if
delivered by hand or overnight courier service or sent by telecopy, (ii) on the
date of transmission if sent by electronic mail or through the Internet or (iii)
on the date five Business Days after dispatch by certified or registered mail,
in each case delivered, sent or mailed (properly addressed) to such party as
provided in this Section 10.01 or in accordance with the latest unrevoked
direction from such party given in accordance with this
Section 10.01.

       

      (c) Each
Borrower hereby agrees that, unless otherwise requested by the Administrative
Agent, it will provide to the Administrative Agent all information, documents
and other materials that it is obligated to furnish to the Administrative Agent
pursuant to this Agreement, including, without limitation, all notices,
requests, financial statements, financial and other reports, certificates and
other information materials, but excluding any such communication that (i)
relates to a request for a new, or a conversion of an existing, borrowing or
other extension of credit (including any election of an interest rate or
interest period relating thereto), (ii) relates to the payment of any principal
or other amount due under this Agreement prior to the scheduled date therefor,
(iii) provides notice of any default or event of default under this Agreement,
(iv) is required to be delivered to satisfy any condition precedent to the
effectiveness of this Agreement and/or any borrowing or other extension of
credit hereunder or (v) initiates or responds to legal process (all such
non-excluded information being referred to herein collectively as the “Communications”) by
transmitting the Communications in an electronic/soft medium (provided such
Communications contain any required signatures) in a format reasonably
acceptable to the Administrative Agent to global.loans.support@citi.com (or such
other e-mail address designated by the Administrative Agent from time to time in
a written notice to the Company).  The Administrative Agent and each
Lender hereby agrees that, notwithstanding any other provision hereof, any
Communication delivered by any Borrower pursuant to this paragraph shall be
deemed to have been delivered in accordance with this Agreement.

      
        
          
          

        

        
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      (d) Each
party hereto agrees that the Administrative Agent may make the Communications
available to the Lenders by posting the Communications on IntraLinks or another
relevant website, if any, to which each Lender  and the Administrative
Agent have access (whether a commercial, third-party website or whether
sponsored by the Administrative Agent) (the “Platform”).  Nothing
in this Section 10.01 shall prejudice the right of the Administrative Agent to
make the Communications available to the Lenders in any other manner specified
in this Agreement.

       

      (e) Each
Borrower hereby acknowledges that certain of the Lenders may be “public-side”
Lenders (i.e., Lenders that do not wish to receive material non-public
information with respect to any Borrower or its securities) (each, a “Public
Lender”).  The Company hereby agrees that (i) Communications
that are to be made available on the Platform to Public Lenders shall be clearly
and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word
“PUBLIC” shall appear prominently on the first page thereof, (ii) by marking
Communications “PUBLIC,” each Borrower shall be deemed to have authorized the
Administrative Agent and the Lenders to treat such Communications as either
publicly available information or not material information (although it may be
sensitive and proprietary) with respect to each Borrower or its securities for
purposes of United States Federal and state securities laws, (iii) all
Communications marked “PUBLIC” are permitted to be made available through a
portion of the Platform designated “Public Lender,” and (iv) the Administrative
Agent shall be entitled to treat any Communications that are not marked “PUBLIC”
as being suitable only for posting on a portion of the Platform not designated
“Public Lender.”

       

      (f) Each
Lender agrees that e-mail notice to it (at the address provided pursuant to the
next sentence and deemed delivered as provided in the next paragraph) specifying
that Communications have been posted to the Platform shall constitute effective
delivery of such Communications to such Lender for purposes of this
Agreement.  Each Lender agrees (i) to notify the Administrative Agent
in writing (including by electronic communication) from time to time to ensure
that the Administrative Agent has on record an effective e-mail address for such
Lender to which the foregoing notice may be sent by electronic transmission and
(ii) that the foregoing notice may be sent to such e-mail address.

       

      (g) Each
party hereto agrees that any electronic communication referred to in this
Section 10.01 shall be deemed delivered upon the posting of a record of such
communication (properly addressed to such party at the e-mail address provided
to the Administrative Agent) as “sent” in the e-mail system of the sending party
or, in the case of any such communication to the Administrative Agent, upon the
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      such
communication as “received” in the e-mail system of the Administrative Agent;
provided that if such communication is not so received by the Administrative
Agent during the normal business hours of the Administrative Agent, such
communication shall be deemed delivered at the opening of business on the next
Business Day for the Administrative Agent.

       

      (h) Each
party hereto acknowledges that (i) the distribution of material through an
electronic medium is not necessarily secure and that there are confidentiality
and other risks associated with such distribution, (ii) the Communications and
the Platform are provided “as is” and “as available,” (iii) none of the
Administrative Agent, its affiliates nor any of their respective officers,
directors, employees, agents, advisors or representatives (collectively, the
“Citigroup
Parties”) warrants the adequacy, accuracy or completeness of the
Communications or the Platform, and each Citigroup Party expressly disclaims
liability for errors or omissions in any Communications or the Platform, and
(iv) no warranty of any kind, express, implied or statutory, including, without
limitation, any warranty of merchantability, fitness for a particular purpose,
non-infringement of third party rights or freedom from viruses or other code
defects, is made by any Citigroup Party in connection with any Communications or
the Platform.

       

      SECTION
10.02. Survival of
Agreement.  All covenants, agreements, representations and
warranties made by the Borrowers herein and in the certificates or other
instruments prepared or delivered in connection with or pursuant to this
Agreement or any other Loan Document shall be considered to have been relied
upon by the Lenders and shall survive the making by the Lenders of the Loans,
regardless of any investigation made by the Lenders or on their behalf, and
shall continue in full force and effect as long as the principal of or any
accrued interest on any Loan or any Fee or any other amount payable under this
Agreement or any other Loan Document is outstanding and unpaid and so long as
the Commitments have not been terminated.

       

      SECTION
10.03. Binding
Effect.  This Agreement shall become effective when it shall
have been executed by the Company and the Administrative Agent and when the
Administrative Agent shall have received copies hereof which, when taken
together, bear the signatures of each Lender, and thereafter shall be binding
upon and inure to the benefit of the Borrowers, the Administrative Agent and
each Lender and their respective successors and assigns, except that, other than
an assignment by the Company to the New Parent pursuant to the New Parent
Assignment and Assumption Agreement, the Borrowers shall not have the right to
assign rights hereunder or any interest herein without the prior consent of all
the Lenders.

       

      SECTION
10.04. Successors and
Assigns.  (a) Whenever in this Agreement any of the parties
hereto is referred to, such reference shall be deemed to include the successors
and assigns of such party; and all covenants, promises and agreements by or on
behalf of the Borrowers, the Administrative Agent or the Lenders that are
contained in this Agreement shall bind and inure to the benefit of their
respective successors and assigns.

      
        
          
          

        

        
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      (b) Each
Lender may assign to one or more assignees all or a portion of its interests,
rights and obligations under this Agreement (including all or a portion of its
Commitment and the Loans at the time owing to it); provided, however, that
(i) the Administrative Agent and, except in the case of an assignment to a
Lender or an Affiliate of such Lender, the Company, must give their prior
written consent to such assignment (which consent shall not be unreasonably
withheld and in the case of the Company, shall not be required during the
continuation of an Event of Default), (ii) each such assignment shall be of
a constant, and not a varying, percentage of all the assigning Lender’s rights
and obligations under this Agreement, (iii) the amount of the Commitment of
the assigning Lender subject to each such assignment (determined as of the date
the Assignment and Acceptance with respect to such assignment is delivered to
the Administrative Agent) shall not be less than $5,000,000 (or, if smaller,
such Lender’s remaining Commitment) and the amount of the Commitment of such
Lender remaining after such assignment shall not be less than $5,000,000 or
shall be zero, (iv) the parties to each such assignment shall execute and
deliver to the Administrative Agent an Assignment and Acceptance, and a
processing and recordation fee of $3,500, (v) the assignee, if it shall not
be a Lender, shall deliver to the Administrative Agent an Administrative
Questionnaire, and (vi) no assignment to the Company or any Affiliate of the
Company shall be permitted without the prior written consent of each
Lender.  Upon acceptance and recording pursuant to paragraph (e)
of this Section 10.04, from and after the effective date specified in each
Assignment and Acceptance, which effective date shall be at least five Business
Days after the execution thereof, (A) the assignee thereunder shall be a
party hereto and, to the extent of the interest assigned by such Assignment and
Acceptance, have the rights and obligations of a Lender under this Agreement and
(B) the assigning Lender thereunder shall, to the extent of the interest
assigned by such Assignment and Acceptance, be released from its obligations
under this Agreement (and, in the case of an Assignment and Acceptance covering
all or the remaining portion of an assigning Lender’s rights and obligations
under this Agreement, such Lender shall cease to be a party hereto (but shall
continue to be entitled to the benefits of Sections 2.13, 2.15, 2.19, 2.22
and 10.05, as well as to any Fees accrued for its account hereunder and not yet
paid)).  Notwithstanding the foregoing, any Lender assigning its
rights and obligations under this Agreement may retain any Competitive Loans
made by it outstanding at such time, and in such case shall retain its rights
hereunder in respect of any Loans so retained until such Loans have been repaid
in full in accordance with this Agreement.

      
        
          
          

        

        
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      (c) By
executing and delivering an Assignment and Acceptance, the assigning Lender
thereunder and the assignee thereunder shall be deemed to confirm to and agree
with each other and the other parties hereto as follows: (i) such assigning
Lender warrants that it is the legal and beneficial owner of the interest being
assigned thereby free and clear of any adverse claim and that its Commitment, if
any, and the outstanding balances of its Standby Loans and Competitive Loans, if
any, in each case without giving effect to assignments thereof which have not
become effective, are as set forth in such Assignment and Acceptance,
(ii) except as set forth in (i) above, such assigning Lender makes no
representation or warranty and assumes no responsibility with respect to any
statements, warranties or representations made in or in connection with this
Agreement, or the execution, legality, validity, enforceability, genuineness,
sufficiency or value of this Agreement, any other Loan Document or any other
instrument or document furnished pursuant hereto or the financial condition of
the Company or any Subsidiary or the performance or observance by any Borrower
or any Subsidiary Guarantor of any of its obligations under this Agreement, any
other Loan Document or any other instrument or document furnished pursuant
hereto; (iii) such assignee represents and warrants that it is legally
authorized to enter into such Assignment and Acceptance; (iv) such assignee
confirms that it has received a copy of this Agreement, together with copies of
the most recent financial statements delivered pursuant to Section 5.04 and
such other documents and information as it has deemed appropriate to make its
own credit analysis and decision to enter into such Assignment and Acceptance;
(v) such assignee will independently and without reliance upon the
Administrative Agent, such assigning Lender or any other Lender and based on
such documents and information as it shall deem appropriate at the time,
continue to make its own credit decisions in taking or not taking action under
this Agreement; (vi) such assignee appoints and authorizes the
Administrative Agent to take such action as agent on its behalf and to exercise
such powers under this Agreement as are delegated to the Administrative Agent by
the terms hereof, together with such powers as are reasonably incidental
thereto; and (vii) such assignee agrees that it will perform in accordance
with their terms all the obligations which by the terms of this Agreement are
required to be performed by it as a Lender.

       

      (d) The
Administrative Agent shall maintain at one of its offices in The City of New
York a copy of each Assignment and Acceptance delivered to it and a register for
the recordation of the names and addresses of the Lenders, and the Commitment
of, and principal amount of the Loans owing to, each Lender pursuant to the
terms hereof from time to time (the “Register”).  The
entries in the Register shall be conclusive in the absence of manifest error and
the Borrowers, the Administrative Agent and the Lenders may treat each person
whose name is recorded in the Register pursuant to the terms hereof as a Lender
hereunder for all purposes of this Agreement.  The Register shall be
available for inspection by the Company and any Lender, at any reasonable time
and from time to time upon reasonable prior notice.

      
        
          
          

        

        
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      (e) Upon its
receipt of a duly completed Assignment and Acceptance executed by an assigning
Lender and an assignee, an Administrative Questionnaire completed in respect of
the assignee (unless the assignee shall already be a Lender hereunder), the
processing and recordation fee referred to in paragraph (b) above and, if
required, the written consent of the Company and the Administrative Agent to
such assignment, the Administrative Agent shall (i) accept such Assignment
and Acceptance, (ii) record the information contained therein in the
Register and (iii) give prompt notice thereof to the Lenders.

       

      (f) Upon
giving written notice to the Company, each Lender may without the consent of the
Company or the Administrative Agent sell participations to one or more banks or
other entities (other than the Company or an Affiliate of the Company, unless
prior consent thereto has been given to the Company in writing by each Lender)
in all or a portion of its rights and obligations under this Agreement
(including all or a portion of its Commitment and the Loans owing to it); provided, however, that
(i) such Lender’s obligations under this Agreement shall remain unchanged,
(ii) such Lender shall remain solely responsible to the other parties
hereto for the performance of such obligations, (iii) the participating
banks or other entities shall be entitled to the benefit of the cost protection
provisions contained in Sections 2.13, 2.15, 2.19 and 2.22 to the same
extent as if they were Lenders and (iv) the Borrowers, the Administrative
Agent and the other Lenders shall continue to deal solely and directly with such
Lender in connection with such Lender’s rights and obligations under this
Agreement, and such Lender shall retain the sole right to enforce the
obligations of the Borrowers relating to the Loans and to approve any amendment,
modification or waiver of any provision of this Agreement (other than
amendments, modifications or waivers decreasing any fees payable hereunder or
the amount of principal of or the rate at which interest is payable on the
Loans, extending any scheduled principal payment date or date fixed for the
payment of interest on the Loans or changing or extending the
Commitments).

       

      (g) Any
Lender or participant may, in connection with any assignment or participation or
proposed assignment or participation pursuant to this Section 10.04,
disclose to the assignee or participant or proposed assignee or participant any
information relating to the Borrowers or the Subsidiary Guarantors furnished to
such Lender by or on behalf of the Borrowers or the Subsidiary Guarantors; provided that, prior
to any such disclosure of information designated by the Company as confidential,
each such assignee or participant or proposed assignee or participant shall
execute an agreement whereby such assignee or participant shall agree (subject
to customary 

      
        
          
          

        

        
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      exceptions)
to preserve the confidentiality of such confidential information.  It
is understood that confidential information relating to the Borrowers or the
Subsidiary Guarantors would not ordinarily be provided in connection with
assignments or participations of Competitive Loans.

       

      (h) Any
Lender may at any time assign as security all or any portion of its rights under
this Agreement, including to a Federal Reserve Bank; provided that no such
assignment shall release a Lender from any of its obligations
hereunder.

       

      (i) The
Borrowers shall not assign or delegate any of their rights or duties hereunder,
except as permitted by Section 6.03; provided that Harsco
Corporation may assign its rights and duties hereunder to the New Parent
pursuant to the New Parent Assignment and Assumption Agreement.

       

      SECTION
10.05. Expenses;
Indemnity.  (a)Each Borrower agrees to pay all reasonable and
properly documented out-of-pocket expenses incurred by the Administrative Agent
in connection with the preparation of this Agreement and the other Loan
Documents or in connection with any amendments, modifications or waivers of the
provisions hereof or thereof (whether or not the transactions hereby
contemplated shall be consummated) or incurred by the Administrative Agent or
any Lender in connection with the enforcement or protection of their rights in
connection with this Agreement and the other Loan Documents or in connection
with the Loans made hereunder, including the reasonable fees, charges and
disbursements of Chadbourne & Parke LLP, counsel for the Administrative
Agent, and, in connection with any such amendment, modification or waiver or any
such enforcement or protection, the reasonable fees, charges and disbursements
of any other counsel for the Administrative Agent or any Lender.  Each
Borrower further agrees that it shall indemnify the Lenders from and hold them
harmless against any documentary taxes, assessments or charges made by any
Governmental Authority by reason of the execution and delivery of this Agreement
or any of the other Loan Documents.

       

      (b) Each
Borrower agrees to indemnify the Administrative Agent, each Lender, any of their
respective Affiliates that have made Loans as provided in Section 2.02(b)
and the respective directors, officers, employees and agents of the foregoing
persons (each such person being called an “Indemnitee”) against,
and to hold each Indemnitee harmless from, any and all losses, claims, damages,
liabilities and related expenses, including reasonable counsel fees, charges and
disbursements, incurred by or asserted against any Indemnitee arising out of, in
any way connected with, or as a result of (i) the execution or delivery of
this Agreement or any other Loan Document or any agreement or instrument
contemplated thereby, the performance by the parties thereto of their respective
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      the
consummation of the transactions contemplated thereby, (ii) the actual or
proposed use of the proceeds of the Loans, (iii) any claim, litigation,
investigation or proceeding relating to any of the foregoing, whether commenced
by a Borrower, any of its Affiliates or any other person and whether or not any
Indemnitee is a party thereto or (iv) any actual or alleged presence or
release of Hazardous Materials on or from any property currently or formerly
owned or operated by the Borrower or its Subsidiaries, or any Environmental
Liability related in any way to the Borrower or its subsidiaries; provided that the
indemnity set forth in this Section 10.05(b) shall not, as to any
Indemnitee, be available to the extent that such losses, claims, damages,
liabilities or related expenses either (x) are determined by a court of
competent jurisdiction by final and nonappealable judgment to have resulted
primarily from the gross negligence or willful misconduct of such Indemnitee or
any of its Affiliates or (y) resulted from the breach by such Indemnitee or
any of its Affiliates of any of such person’s agreements under this Agreement or
any other Loan Document (other than unintentional breaches that are corrected
promptly after such Indemnitee becomes aware that it is in breach).

       

      (c) To the
fullest extent permitted by applicable law, the Borrowers shall not assert, and
hereby waive, any claim against any Indemnitee, on any theory of liability, for
special, indirect, consequential or punitive damages (as opposed to direct or
actual damages) arising out of, in connection with, or as a result of, this
Agreement, any other Loan Document or any agreement or instrument contemplated
hereby, the transactions contemplated hereby or thereby, any Loan or the use of
the proceeds thereof.  No Indemnitee referred to in Section 10.05(b)
shall be liable for any damages arising from the use by unintended or
unauthorized recipients of any information or other materials distributed by it
through telecommunications, electronic or other similar information transmission
systems in connection with this Agreement or the other Loan Documents or the
transactions contemplated hereby or thereby.

       

      (d) The
provisions of this Section 10.05 shall remain operative and in full force
and effect regardless of the expiration of the term of this Agreement, the
consummation of the transactions contemplated hereby, the repayment of any of
the Loans, the invalidity or unenforceability of any term or provision of this
Agreement or any other Loan Document, or any investigation made by or on behalf
of the Administrative Agent or any Lender.  All amounts due under this
Section 10.05 shall be payable on written demand therefor.

       

      SECTION
10.06. Right of
Setoff.  If an Event of Default shall have occurred and be
continuing, each Lender (and any of its Affiliates) is hereby authorized at any
time and from time to time, to the fullest extent permitted by law, to set off
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      time or
demand, provisional or final) at any time held and other indebtedness at any
time owing by such Lender (or any of its Affiliates) to or for the credit or the
account of any Borrower against any of and all the obligations of such Borrower
now or hereafter existing under this Agreement and other Loan Documents held by
such Lender, irrespective of whether or not such Lender shall have made any
demand under this Agreement or such other Loan Document and although such
obligations may be unmatured.  The rights of each Lender under this
Section are in addition to other rights and remedies (including other rights of
setoff) which such Lender may have.

       

      SECTION
10.07. Applicable
Law.  THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS SHALL BE
CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW
YORK.

       

      SECTION
10.08. Waivers:
Amendment.  (a)No failure or delay of the Administrative Agent
or any Lender in exercising any power or right hereunder shall operate as a
waiver thereof, nor shall any single or partial exercise of any such right or
power, or any abandonment or discontinuance of steps to enforce such a right or
power, preclude any other or further exercise thereof or the exercise of any
other right or power.  The rights and remedies of the Administrative
Agent and the Lenders hereunder and under the other Loan Documents are
cumulative and are not exclusive of any rights or remedies which they would
otherwise have.  No waiver of any provision of this Agreement or any
other Loan Document or consent to any departure by any Borrower therefrom shall
in any event be effective unless the same shall be permitted by
paragraph (b) below, and then such waiver or consent shall be effective
only in the specific instance and for the purpose for which given.  No
notice or demand on any Borrower in any case shall entitle such Borrower to any
other or further notice or demand in similar or other
circumstances.

       

      (b) Neither
this Agreement nor any provision hereof may be waived, amended or modified
except pursuant to an agreement or agreements in writing entered into by the
Company and the Required Lenders; provided, however, that no such
agreement shall (i) decrease the principal amount of, or extend the
maturity of or any scheduled principal payment date or date for the payment of
any interest on any Loan, or waive or excuse any such payment or any part
thereof, or decrease the rate of interest on any Loan, without the prior written
consent of each Lender affected thereby, (ii) change or extend the
Commitment or decrease the Commitment Fees of any Lender without the prior
written consent of such Lender, (iii) change Section 2.17 in a manner
that would alter the pro rata sharing of payments required thereby without the
prior written consent of each Lender, or (iv) amend or modify the
provisions of Section 2.16, release the Guarantor from its obligations
under Article IX, except as contemplated by Section 8.10, release any
Subsidiary 

      
        
          
          

        

        
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      Guarantor
from its obligations under the Subsidiary Guaranty, or amend or modify the
provisions of this Section, the definition of “Required Lenders”, or any
provision hereof which requires the consent of each Lender, without the prior
written consent of each Lender; provided further that
no such agreement shall amend, modify or otherwise affect the rights or duties
of the Administrative Agent hereunder without the prior written consent of the
Administrative Agent.  Anything herein to the contrary
notwithstanding, during such period that a Lender is a Defaulting Lender, to the
fullest extent permitted by applicable law, such Defaulting Lender will not be
entitled to vote in respect of amendments and waivers hereunder which are
subject to the approval of the Required Lenders, and the Commitment and the
outstanding Loans or other extensions of credit of such Defaulting Lender
hereunder will not be taken into account in determining whether the Required
Lenders have approved any such amendment or waiver (and the definition of
“Required Lenders” will automatically be deemed modified accordingly for the
duration of such period).

       

      SECTION
10.09. Interest Rate
Limitation.  Notwithstanding anything herein to the contrary,
if at any time the applicable interest rate, together with all fees and charges
which are treated as interest under applicable law (collectively the “Charges”), as
provided for herein or in any other document executed in connection herewith, or
otherwise contracted for, charged, received, taken or reserved by any Lender,
shall exceed the maximum lawful rate (the “Maximum Rate”) which
may be contracted for, charged, taken, received or reserved by such Lender in
accordance with applicable law, the rate of interest payable on the Loan of such
Lender, together with all Charges payable to such Lender, shall be limited to
the Maximum Rate.

       

      SECTION
10.10. Entire
Agreement.  This Agreement and the other Loan Documents
constitute the entire contract between the parties relative to the subject
matter hereof.  Any previous agreement among the parties with respect
to the subject matter hereof is superseded by this Agreement and the other Loan
Documents.  Nothing in this Agreement or in the other Loan Documents,
expressed or implied, is intended to confer upon any party other than the
parties hereto and thereto any rights, remedies, obligations or liabilities
under or by reason of this Agreement or the other Loan Documents.

       

      SECTION
10.11. Waiver of Jury
Trial.  Each party hereto hereby waives, to the fullest extent
permitted by applicable law, any right it may have to a trial by jury in respect
of any litigation directly or indirectly arising out of, under or in connection
with this Agreement or any of the other Loan Documents.  Each party
hereto (a) certifies that no representative, agent or attorney of any other
party has represented, expressly or otherwise, that such other party would not,
in the event of litigation, seek to enforce the foregoing waiver and
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      induced
to enter into this Agreement and the other Loan Documents, as applicable, by,
among other things, the mutual waivers and certifications in this
Section 10.11.

       

      SECTION
10.12. Severability.  In
the event any one or more of the provisions contained in this Agreement or in
any other Loan Document should be held invalid, illegal or unenforceable in any
respect, the validity, legality and enforceability of the remaining provisions
contained herein and therein shall not in any way be affected or impaired
thereby.  The parties shall endeavor in good-faith negotiations to
replace the invalid, illegal or unenforceable provisions with valid provisions
the economic effect of which comes as close as possible to that of the invalid,
illegal or unenforceable provisions.

       

      SECTION
10.13. Judgment
Currency.  (a)The Borrowers’ obligations hereunder and under
the other Loan Documents to make payments in Dollars or in any Alternative
Currency (the “Obligation Currency”)
shall not be discharged or satisfied by any tender or recovery pursuant to any
judgment expressed in or converted into any currency other than the Obligation
Currency, except to the extent that such tender or recovery results in the
effective receipt by the Administrative Agent or a Lender of the full amount of
the Obligation Currency expressed to be payable to the Administrative Agent or
such Lender under this Agreement or the other Loan Documents.  If, for
the purpose of obtaining or enforcing judgment against any Borrower or in any
court or in any jurisdiction, it becomes necessary to convert into or from any
currency other than the Obligation Currency (such other currency being
hereinafter referred to as the “Judgment Currency”)
an amount due in the Obligation Currency, the conversion shall be made at the
Alternative Currency Equivalent or Dollar Equivalent, in the case of any
Alternative Currency or Dollars, and, in the case of other currencies, the rate
of exchange (as quoted by the Administrative Agent or if the Administrative
Agent does not quote a rate of exchange on such currency, by a known dealer in
such currency designated by the Administrative Agent) determined, in each case,
as of the date immediately preceding the day on which the judgment is given
(such Business Day being hereinafter referred to as the “Judgment Currency Conversion
Date”).

       

      (b) If there
is a change in the rate of exchange prevailing between the Judgment Currency
Conversion Date and the date of actual payment of the amount due, each Borrower
covenants and agrees to pay, or cause to be paid, as a separate obligation and
notwithstanding any judgment, such additional amounts, if any (but in any event
not a lesser amount), as may be necessary to ensure that the amount paid in the
Judgment Currency, when converted at the rate of exchange prevailing on the date
of payment, will produce the amount of the Obligation Currency which could have
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      purchased
with the amount of Judgment Currency stipulated in the judgment or judicial
award at the rate of exchange prevailing on the Judgment Currency Conversion
Date.

       

      (c) For
purposes of determining the Alternative Currency Equivalent or Dollar Equivalent
or rate of exchange for this Section, such amounts shall include any premium and
costs payable in connection with the purchase of the Obligation
Currency.

       

      SECTION
10.14. Counterparts.  This
Agreement may be executed in two or more counterparts, each of which shall
constitute an original but all of which when taken together shall constitute but
one contract, and shall become effective as provided in
Section 10.03.  Delivery of an executed signature page of this
Agreement by facsimile transmission, electronic mail or by posting on the
Platform shall be as effective as delivery of a manually executed counterpart
hereof.

       

      SECTION
10.15. Headings.  Article
and Section headings and the Table of Contents used herein are for convenience
of reference only, are not part of this Agreement and are not to affect the
construction of, or to be taken into consideration in interpreting, this
Agreement.

       

      SECTION
10.16. Jurisdiction: Consent to
Service of Process.  (a)The Company and each other Borrower
that is a Domestic Subsidiary hereby irrevocably and unconditionally submits,
for itself and its property, to the exclusive jurisdiction of, and each other
Borrower hereby irrevocably and unconditionally submits, for itself and its
property, to the nonexclusive jurisdiction of, any New York State court or
Federal court of the United States of America sitting in New York City, and any
appellate court from any thereof, in any action or proceeding arising out of or
relating to this Agreement or the other Loan Documents, or for recognition or
enforcement of any judgment, and each of the parties hereto hereby irrevocably
and unconditionally agrees that all claims in respect of any such action or
proceeding may be heard and determined in such New York State or, to the extent
permitted by law, in such Federal court.  Each of the parties hereto
agrees that a final judgment in any such action or proceeding shall be
conclusive and may be enforced in other jurisdictions by suit on the judgment or
in any other manner provided by law.  Nothing in this Agreement shall
affect any right that any Lender may otherwise have to bring any action or
proceeding relating to this Agreement or the other Loan Documents against any
Borrower or its properties in the courts of any jurisdiction.

       

      (b) Each
Borrower hereby irrevocably and unconditionally waives, to the fullest extent it
may legally and effectively do so, any objection which it may now or hereafter
have to the laying of venue of any suit, action or proceeding arising out of or
relating to this Agreement or the other Loan 

      
        
          
          

        

        
          95

          
            

          

        

        
          
          

        

      

      Documents
in any New York State or Federal court.  Each of the parties hereto
hereby irrevocably waives, to the fullest extent permitted by law, the defense
of an inconvenient forum to the maintenance of such action or proceeding in any
such court.

       

      (c) Each
party to this Agreement irrevocably consents to service of process in the manner
provided for notices in Section 10.01.  Nothing in this Agreement
will affect the right of any party to this Agreement to serve process in any
other manner permitted by law.

       

      SECTION
10.17. USA Patriot
Act.  Each Lender hereby notifies the Borrowers that pursuant
to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed
into law October 26, 2001)) (the “Act”), it is required
to obtain, verify and record information that identifies each Borrower, which
information includes the name and address of each Borrower and other information
that will allow such Lender to identify each Borrower in accordance with the
Act.

       

      SECTION
10.18. No Fiduciary
Relationship.  The Borrowers agree that in connection with all
aspects of the transactions contemplated hereby and any communications in
connection therewith, the Borrowers and their Affiliates, on the one hand, and
the Administrative Agent, the Lenders and their respective Affiliates, on the
other hand, will have a business relationship that does not create, by
implication or otherwise, any fiduciary duty on the part of the Administrative
Agent, the Lenders or their respective Affiliates, and no such duty will be
deemed to have arisen in connection with any such transactions or
communications.

       

      SECTION
10.19. Confidentiality.  Each
of the Administrative Agent and each Lender agrees, for the benefit of the
Company and each other Borrower, to maintain the confidentiality of the
Information (as defined below), except that Information may be disclosed (a) to
its Affiliates and to its and its Affiliates’ respective managers,
administrators, trustees, partners, directors, officers, employees, agents,
advisors and other representatives (it being understood that the Persons to whom
such disclosure is made will be informed of the confidential nature of such
Information and instructed to keep such Information confidential), (b) to the
extent requested by any regulatory authority purporting to have jurisdiction
over it (including any self-regulatory authority, such as the National
Association of Insurance Commissioners), (c) to the extent required by
applicable laws or regulations or by any subpoena or similar legal process, (d)
to any other party hereto, (e) in connection with the exercise of any remedies
hereunder or under any other Loan Document or any action or proceeding relating
to this Agreement or any other Loan Document or the enforcement of rights
hereunder or thereunder, (f) subject to an agreement containing provisions
substantially the 

      
        
          
          

        

        
          96

          
            

          

        

        
          
          

        

      

      same as
those of this Section, to (i) any assignee of or participant in, or any
prospective assignee of or participant in, any of its rights or obligations
under this Agreement or (ii) any actual or prospective party (or its managers,
administrators, trustees, partners, directors, officers, employees, agents,
advisors and other representatives) to any swap or derivative or similar
transaction under which payments are to be made by reference to any Borrower and
its obligations, this Agreement or payments hereunder, (iii) any rating agency,
or (iv) the CUSIP Service Bureau or any similar organization, (g) with the
written consent of the Company or (h) to the extent such Information (x) becomes
publicly available other than as a result of a breach of this Section or (y)
becomes available to the Administrative Agent, any Lender or any of their
respective Affiliates on a nonconfidential basis from a source other than the
Borrowers.

       

      For
purposes of this Section, “Information” means all information received from the
Company or any of its Subsidiaries relating to the Company or any of its
Subsidiaries or any of their respective businesses, other than any such
information that is available to the Administrative Agent or any Lender on a
nonconfidential basis prior to disclosure by the Company or any of its
Subsidiaries, provided that, in the case of information received from the
Company or any of its Subsidiaries after the date hereof, such information is
clearly identified at the time of delivery as confidential.  Any
Person required to maintain the confidentiality of Information as provided in
this Section shall be considered to have complied with its obligation to do so
if such Person has exercised the same degree of care to maintain the
confidentiality of such Information as such Person would accord to its own
confidential information.

       

      SECTION
10.20. Cure of Defaulting Lender
Status.  Except as otherwise provided in the definition of
“Defaulting Lender”, if the Company and the Administrative Agent agree in
writing in their discretion that a Lender that is a Defaulting Lender should no
longer be deemed to be a Defaulting Lender, the Administrative Agent will so
notify the parties hereto, whereupon as of the effective date specified in such
notice and subject to any conditions set forth therein, such Lender will, to the
extent applicable, purchase such portion of outstanding Loans of the other
Lenders and/or make such other adjustments as the Administrative Agent may
determine to be necessary to cause the Committed Credit Exposure of the Lenders
to be on a pro rata basis in accordance with their respective Commitments,
whereupon such Lender will cease to be a Defaulting Lender (and such Committed
Credit Exposure of each Lender will automatically be adjusted on a prospective
basis to reflect the foregoing); provided that no
adjustments will be made retroactively with respect to Commitment Fees accrued
or payments made by or on behalf of the Borrowers while such Lender was a
Defaulting Lender; and provided, further, that except
to the extent otherwise expressly 

      
        
          
          

        

        
          97

          
            

          

        

        
          
          

        

      

      agreed by
the affected parties, no termination of a Lender’s status as a Defaulting Lender
will constitute a waiver or release of any claim of any party hereunder arising
from such Lender’s having been a Defaulting Lender.

       

      


       

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of page intentionally left blank]

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

      
        
          
          

        

        
          98

          
            

          

        

        
          
          

        

      

       

      IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed by their duly authorized officers, all as of the date first above
written.

       

      


      
        	
                HARSCO
      CORPORATION

                 

              
	
                 Name:      Salvadore
      D. Fazzolari

                     Title:    Chairman
      and Chief Executive Officer

              	 
      


      

      


       

      
        	
                CITIBANK,
      N.A.,

                as
      Administrative Agent

                 

              	 
      
	
                     Name:  Kevin
      A. Ege

                     Title:    Authorized
      Signer

              


      

      


       

      
        	
                CITIBANK,
      N.A.,

                as
      a Lender

                 

              	 
      
	
                     Name:  Kevin
      A. Ege

                     Title:    Authorized
      Signer

              


      

      


       

      
        	
                THE
      ROYAL BANK OF SCOTLAND PLC,

                as
      a Lender

                 

              	 
      
	
                     Name:  L.
      Peter Yetman

                     Title:    Senior
      Vice President

              


      

      


       

      [SIGNATURE
PAGE TO HARSCO FIVE-YEAR CREDIT AGREEMENT]

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      


      
        	
                BANK
      OF TOKYO-MITSUBISHI UFJ

                TRUST
      COMPANY,

                as
      a Lender

                 

              	 
      
	
                     Name:  Brian
      McNany

                     Title:    Assistant
      Vice President

              


      

      
 

       

      
        	
                HSBC
      BANK USA, NATIONAL

                ASSOCIATION,

                as
      a Lender

                 

              	 
      
	
                     Name:  Adriana
      D. Collins

                     Title:    Senior
      Vice President

              


      

      


       

      
        	
                ING
      BANK N.V., DUBLIN BRANCH,

                as
      a Lender

                 

              	 
      
	
                     Name:   Maruice
      Kenny

                     Title:     Director

                     Name:   Aidan
      Neill

                     Title:     Director

              


      

      


       

      
        	
                LLOYDS
      TSB BANK, PLC,

                as
      a Lender

                 

              	 
      
	
                     Name:  Deborah
      Carlson

                     Title:    Senior
      Vice President

                     Name:  Lana
      Chervonckaya

                     Title:    Vice
      President

              


      

      


       

      
        	
                PNC
      BANK, NATIONAL ASSOCIATION,

                as
      a Lender

                 

              	 
      
	
                     Name:
      Brian T. Vesey

                     Title:   Vice
      President

              


      

      


       

      
        	
                US
      BANK N.A.,

                as
      a Lender

                 

              	 
      
	
                     Name:  Michael
      P. Dickman

                     Title:    Vice
      President

              


      

      


       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                INTESA
      SANPAOLO SPA,

                as
      a Lender

                 

              	 
      
	
                     Name:  Luca
      Sacchi

                     Title:    Vice
      President

                     Name:  Robert
      Wurster

                     Title:    Senior
      Vice President

              


      

      


       

      
        	
                SVENSKA
      HANDELSBANKEN AB,

                NEW
      YORK BRANCH,

                as
      a Lender

                 

              	 
      
	
                     Name:  Mark
      Emmett

                     Title:   Vice
      President

                     Name:  Anders
      Abelsen

                     Title:   Vice
      President

              


      

      


       

      
        	
                BANK
      OF CHINA,

                NEW
      YORK BRANCH,

                as
      a Lender

                 

              	 
      
	
                     Name:  Xiaojiang
      Li

                     Title:    General
      Manager

              


      

      


       

      
        	
                COMMERZBANK
      AG,

                as
      a Lender

                 

              	 
      
	
                     Name:  Robert
      S. Taylor

                     Title:    Senior
      Vice President

                     Name:  Sandy
      Bau

                     Title:    Assistant
      Treasurer

              


      

      


       

      
        	
                JPMORGAN
      CHASE BANK, N.A.,

                as
      a Lender

                 

              	 
      
	
                     Name:  Deborah
      R. Winkler

                     Title:    Vice
      President

              


      

      


       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


       

      
        	
                MANUFACTURERS
      AND TRADERS

                TRUST
      COMPANY,

                as
      a Lender

                 

              	 
      
	
                     Name:  Tracey
      E. Sawyer-Calhoun

                     Title:    Vice
      President

              


      

      


       

      
        	
                MIZUHO
      CORPORATE BANK (USA),

                as
      a Lender

                 

              	 
      
	
                     Name:   Leon
      Mo

                     Title:     Senior
      Vice President

              


      

      


       

      
        	
                SOCIETE
      GENERALE,

                as
      a Lender

                 

              	 
      
	
                     Name:  Kimberly
      Metzger

                     Title:    Director

              


      

      


       

      
        	
                WELLS
      FARGO BANK, N.A.,

                as
      a Lender

                 

              	 
      
	
                     Name:  James
      Travagline

                     Title:    Vice
      President

              


      

      


       

      
        	
                BANK
      OF TAIWAN,

                LOS
      ANGELES BRANCH,

                as
      a Lender

                 

              
	
                     Name:  Chwan-Ming
      Ho

                     Title:    Vice
      President & General Manager

              	 
      


      

      


       

      
        	
                NATIONAL
      AUSTRALIA BANK

                LIMITED,

                as
      a Lender

                 

              	 
      
	
                     Name:  Courtney
      A. Cloe

                     Title:    Director

              


      

      


       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                CHANG
      HWA COMMERCIAL BANK,

                LTD.,
      LOS ANGELES BRANCH,

                as
      a Lender

                 

              	 
      
	
                     Name:  Beverley
      Chen

                     Title:    Vice
      President & General Manager

              


      

      


       

      
        	
                MEGA
      INTERNATIONAL

                COMMERCIAL
      BANK CO., LTD.

                LOS
      ANGELES BRANCH,

                as
      a Lender

                 

              
	
                     Name:  Chia
      Jang Liu

                     Title:    Senior
      Vice President & General
Manager